COMMERCIAL LEASE



                          By "SOGEFIMUR" AND "AUXICOMI"



            to SOCIETE DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES:







                  ON TWENTY-ONE OCTOBER, IN THE YEAR TWO THOUSAND AND TWO,



                  Before Mr Guy Thienot, a partner notary of civil law

         professional partnership "Guy Thienot, Olivier Thienot, Notaires

         Associes, in Reims (Marne), at 23 rue Libergier.



         Replacing his colleague



         Ms Eliane Fremeaux, a partner notary of "Nicolas Thibierge, Andre Pone,

Pierre Pecheteau, Eliane Fremeaux, Henri Palud, Herve Sarazin, and Jean-Francois

Sagaut", a civil law professional partnership with a notarial office with its

registered office located in Paris (8th arrondissement) at 9 rue d'Astorg.



         With the participation of Mr. name, a notary in Paris (17th

arrondissement), adviser of Auxicomi, a company.



         And Mr. Guy Thienot, a notary in Reims, adviser of the Finance-Lessee.







{PAGE}







         Duly notarised this document containing a:



                                COMMERCIAL LEASE



         BETWEEN:



         1) The company called "SOGEFIMUR", a public limited liability company

with capital of E.55,854,600, with its registered office located in Paris (9th

arrondissement), at 29, bd. Haussmann, identifIEd under SIREN number 339 993

214, registered with the Paris Registrar of Companies.



         Represented by: Ms Goussem Selmane, pursuant to the powers granted to

her by Mr Bruno Sbalchiero, pursuant to a private power of attorney made at

Courbevoie (Hauts de Seine) on 18 October 2002, the original of which is annexed

hereto.



         Mr Sbalchiero, acting as special representative pursuant to the powers

granted to him on 30 September 2002 by Mr Herve Pougin,



         SAID Mr Herve Pougin, having himself acted as assistant managing

director of "SOGEFIMUR", a position to which he was appointed and that he

accepted following the deliberations of said company's Board of Directors on 30

May 2002, a certified copy of which has been filed with the records of Ms Eliane

Fremeaux, aforementioned notary, on 4 October 2002.



         2) The company called "AUXICOMI", a public limited liability company

with capital of E.3,625,000, with its registered office at Maisons-Alfort (Val

de Marne), at 27-31 avenue du General Leclerc, identified under SIRET number 329

121 404, registered with the Creteil Registrar of Companies.



         Represented by:



         Mrs Marie Bialais, domiciled at Maisons-Alfort (Val de Marne), at 27-31

avenue du General Leclerc.



                  Acting in the name and on behalf of Auxicomi pursuant to the

         powers granted to her by Mr Gerard Levy, domiciled at Maisons-Alfort

         (94170), at 27/31 avenue du General Leclerc, pursuant to a document

         notarised by Ms Sylvie Gouguenheim, undersigned notary in Paris, on 11

         July 2002.



                  Said Mr Gerard Levy, having himself acted pursuant to the

         powers granted to him by Mr Jean-Pierre Orcil, managing director of

         said company, pursuant to a document notarised by Ms Sylvie Gougenheim,

         undersigned notary in Paris, on 11 July 2002.







{PAGE}



                  Said Mr Jean-Pierre Orcil, appointed to said position pursuant

         to a deliberation of said company's Board of Directors on 17 May 2002,

         a certified copy of which was filed with the records of the civil law

         professional partnership called "Pierre Rochelois, Marie-Caroline

         Bessins, Chantal Benoit and Sylvie Gougenheim, partner notaries in

         Paris, on 11 July 2002.



         Said companies, hereinafter referred to in the rest of the document as

"the Finance-Lessor".



         Said companies acting jointly between them, on an EQUAL basis.

         Sogefimur is the leading firm.



                                                           FIRST PARTY



         AND:



         "SOCIETE DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES", known in

abbreviated form as S.F.E.A., a public limited liability company with capital of

E.77,749, with its registered office in Betheny (51450), chemin de lA Potiere,

identified under SIREN number 336 580 378, registered with the Reims Registrar

of Companies.



         Represented by:



         Mr Olivier Irdel, domiciled at said company's registered office.



         PURSUANT to the powers granted to him by a deliberation of said

company's Board of Directors on 21 May 2002, a certified copy of the minutes of

which is annexed hereto.



         Said company is referred to hereinafter in the rest of the document as

"the Finance-Lessee"



                                                           SECOND PARTY



                                    RECITALS



In order to ensure the clarity of this document, it is hereby stipulated that

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