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Gewerbemietvertrag

This sample agreement is for informational and educational purposes only. The agreement sample is not Intended to be used for any purpose and is not a substitute for professional legal advice. You Should always seek the advice of your legal services provider before entering into any agreement.

Commercial lease

Source: SEC

Commercial lease

------------------

Preliminary remarks

--------------

In the Land Register of the Local Court of Landsberg am Lech

_____________________________

is entered:

_____________________

Owner:

------------

_____________________

Division II:

--------------

Limited personal easement - consisting in the obligation to

Plots of land only after Maflgabe the BaunutzungsVO einschliefllich of there

to use exceptions allowed for the Free State of Bavaria.

Division III:

---------------

DM 890.000, - mortgage without letter for the German

Central Bodenkreditbank-stock company in Koln.

Rented rooms

---------

From the designated plot near in Clause 1 is a located

Betriebsgebaude. Mr. Bauer - hereinafter referred to as "landlord" -

rented

hereby SAMTLICHE be located on the property referred to in Clause 1

Gebaudlichkeiten plus Auflenanlagen

the TES GmbH hardware and software disposal, environmental consulting, Vermogensanlagen,

Investment capabilities with the seat in Baldham

o hereinafter called the "Tenant" called -

for operation of a disposal facility for Altelektronik besides training institute.

The Grofle of the premises amounts to approximately 890 square meters.

-2 -

<PAGE>

German version of Exhibit 10 (iii)

The owner makes no awareness Darfur, DAFL the rented space the

technical requirements of the tenant as well as for the specific needs of

Tenant einschlagigen behordlichen and other regulations. The

Tenant has to fulfill behordliche requirements at their own cost. The tenant may

up heavy machinery only in jerk with the landlord.

Lease

--------

The rental agreement is concluded for a term of four years. The

Tenancy begins on the 01.01.1998 - first of January

one thousand nine hundred ninety-eight - and ends on 31/12/2001 - einunddreifligsten

December two thousand and one -.

Rent

--------

The rent amounts to monthly

DM 10,800, -

- Ten thousand eight hundred German marks -

zuzuglich VAT. He increased off 01.01.1999 - first

January one thousand nine hundred ninety-nine - and down for the following years each

January of the following year to DM 300, --- three hundred German Mark - per

Month zuzuglich VAT. The beauty of repairs and

Small repairs to DM 300, - plus VAT over the tenant.

In addition to taxes, namely cost of elevator doors, rolling shutters, gas, cleaning stairs,

Antenna systems, property tax, electricity, supply and waste water, Straflenreinigung,

Mullabfuhr, chimney and house cleaning and more PUBLiC loads are

be charged in addition to the rent, particularly and, as far as possible, directly with the

Settle Leistungstragern; otherwise vierteljahrlich.

The cost of heating and hot water shall be borne solely by the tenant.

The cost of fire, water damage and storm insurance carries the

Landlord.

Payment of rent

----------------------

The rent is payable monthly in advance, no later than the third business day of each

Month to the landlord or the ermachtigte by him to receive person

to pay or job. Maflgebend is the receipt of money.

On the side duties cold water and property tax following Vorschusse are

afford:

Vierteljahrlich the first time on 15.02.19988, DM 866, -.

-3 -

<PAGE>

The landlord laflt the tenant in each case before the beginning of a "permanent account" for

the upcoming year to come (monthly rent with proven

Sales tax, property tax and water-front payment with Falligkeiten and possibly

further advances).

Condition of the rented rooms

---------------------

The contracting parties are a bergabeprotokoll at bergabe the rented

create, in which the state of the leased property shall be noted. As far as the

Rented rooms in addition Auflenanlagen be taken over it as vertragsgemafl,

committed to the tenants, to maintain this condition then, the leased

be treated carefully and get in ordnungsgemaflem state. The

Landlord until 01.01.1998 the cost of ongoing maintenance of the

Continuously feeds Verrtragsobjektes and agrees to the condition of the rented rooms

no longer to deteriorate than in continuation of the previous use

mufl be expected.

Offsetting claims,

---------------------------------

Decrease of the rent

The tenant can rent year-over with a counterclaim only offset

or a reduction or lien only exert, if it deems it

at least one month before the Falligkeit the rent to the landlord

has angekundigt.

If the tenant despite requests for payments of more than three months' rent in

Residue, the landlord may terminate the tenancy without notice. It can

no longer competent, if the tenant pays before the denunciation. The denunciation

is ineffective if the tenant offset, or reduce zuruckbehalten can and

diesbezuglich after the denunciation of a written explanation

Agreement. The landlord can also knowledgeable without notice if the over the fortune

Tenant, the application for judicial OPENING of bankruptcy, insolvency or

Is comparison method opens up or the application is rejected for lack of.

Use of the rented rooms, sublets

----------------------------------------

The tenant agrees that rented rooms and the Auflenanlagen gently and

be treated with care. The tenant may contract the rented rooms only to the

specific and permissible according to the relevant provisions behordlichen purposes

to use. If he wants to use them for purposes other than contractually agreed purposes,

he requires the written consent of the landlord.

The landlord can object to sublet when compared to

Subtenant is an important reason. Can Unauthorized subletting

the landlords require, DAFL the tenant as soon as possible, no later than but

within a month announces the Untermietverhaltnis.

For the case of subletting occurs the tenant to the landlord now the

his claims against the tenant owed to it with lien to High

the claims of the lessor by way of security. The tenant remains at a

Subletting in commitment.

-4 -

<PAGE>

German version of Exhibit 10 (iii)

Repair and structural changes

---------------------------------------

The landlord may improvements and structural changes required to maintain

of the house or leased or to avert imminent danger or to

Elimination of damage are necessary, even without the consent of the tenant

to make.

Improvements and structural changes, while not necessary, but

are zweckmaflig, supply main to be made without the consent of the tenant, if

they impair the tenant only insignificantly.

If the tenant works tolerate mufl, he can not reduce the rent,

still exert a lien, or claim damages. This

However, rights are vested in him when it comes to work, the use of the

might exclude the space for the agreed purpose in whole or in part, or

significantly impair.

Maintenance of the rented rooms and Auflenanlagen

----------------------------------------------

Damage to the property, the tenant should immediately contact the landlord or his

Representative display. For more caused by LATE display

Damage is liable to the tenant.

The tenant is liable to the landlord for damage caused by the violation of his

incumbent duty of care caused culpably, especially after

the reference by himself, his employees and workers, as well as lodger of the

Craftsmen commissioned him, suppliers and customers, and the like culpably

caused. He is also liable for damage caused by negligent Bypassing

with the water, gas or electric light and power line to which

Toilet and heating system, through open doors of standing, lack of

Heating or by a Versaumung by the tenant over taken, other compulsory

(Lighting, etc.) occur. Line blockages, the tenant always and in

should immediately eliminate every case at its own expense or eliminate

leave. The tenant agrees, lifts and roll-up door to wait fachmannisch

make and comply with all the respect regulations.

The tenant mufl the rented rooms at his expense vermin free hold. He

can rely only on DAFL the rented rooms at <takeover of vermin

were affected, giving the tenant should immediately after the <takeover of

Rental property presents the certificate to a Schadlingsbekampfers.

Glass damage shall be borne by the tenant. The tenant carries concern for the

Auflenwasser (stopping and emptying wg. Danger of frost). The tenant is

obliged to operate the heater alone, in the usual scope constantly in

To keep operating. The tenant agrees to annually once about it and

addition, the heating system to also check if necessary at his own cost, maintain, and

repair permit. The same applies to the boiler for hot water.

The tenant is obligated to eliminate those injury, he for the

mufl stand. If he does Verpflicxhtung also written

Fail to comply within a reasonable time, then the

Landlord the necessary work at the expense of the tenant by a third party

are invalid. Imminent harm or whose whereabouts are unknown The hazard

the tenant is not subject to the written warning and a deadline.

-5 -

<PAGE>

The Mietr carries the duty to maintain safety. The tenant has all

abzuschlieflen insurance required.

The lessee has met all the statutory waste and

comply with pollution control regulations.

Lien of the landlord to items

-------------------------------------------------

It is the statutory scheme.

Entering the rented rooms by the landlord

------------------------------------------

The owner and / or one of his representative can provide the rental property during the

Geschaftszeit for examination of his condition or for other important reasons

entered.

If the tenancy denounced, the landlord and / or may be

Commissioner the spaces after Ankundigung with the tenants during the

Geschaftszeiten enter.

The tenant mufl see to it DAFL the rental property even during his

Absence may at any time be entered.

Werbemaflnahmen

---------------

The tenant can signs or other devices according to agreement on the following

Faces of the house install:

After consultation.

In Raumung the tenant is obliged to produce the old state.

The lessee is liable for all damages in connection with these devices

arise.

-6 -

<PAGE>

German version of Exhibit 10 (iii)

Bail

-------------------

The tenant is the landlord for the fulfillment of its obligations Safety

in the amount of

DM 300.000, -

- Three hundred thousand German marks -

to afford. Payment of security is a prerequisite for the Granting

to the tenant. Payment shall be made to the account of the landlord in the

Volksbank Furstenfeldbruck (BLZ 701 63 370), account no. 854 808 to

10.09.1997, but not before the registration of the real rank ordered in Ziff.14

Collateral mortgage. The level of security follows from the partial

Deposit function in accordance with the purchase EXERCISE law. Clause. 15 of this

Contract.

The landlord is obligated upon termination of the lease, the security

to the tenant up to an amount in the amount of DM 90,000, -, ie DM 210.000, -

zuruckzubezahlen, as far as him out of the tenancy no counter-claims

entitled. The retention of DM 90,000, - represents a return Darfur,

DAFL the landlord gem. Clause. 15 of the Treaty after registration of the

Priority notice is limited in its Verfugungsfreiheit. In denunciation

of the tenancy by the tenant because of an important fact,

which the landlord is responsible, however, as the security is in full

High zuruckzubezahlen. In accordance EXERCISE of the purchase right. Clause. 15 of this

Contract will supersede the credit agreement acc. 5.1. the schedule to

this contract. The guarantee shall be 2% annual interest rate. Interest

available to the tenant. In the case of the EXERCISE of the buying corporation according. Clause. 15

this Agreement and the then senior credit agreement in para. 5.1.

the Appendix to this contract are the interest rates to the owner.

To secure all claims of the tenant to pay the jerk

Security ordered the landlord to the tenant a security mortgage in

Hochstbetrag of DM 300.000, - to the items shown in Clause 1 plot in rank

immediately after the in point. 1 reproduced loads in Sections II and III

of the land register. Interest should not be considered.

The landlord

granted,

the parties to the contract

apply for

the registration of the collateral mortgage in the land register. The registration of

initially nachstoffener rank point is permissible and is hereby

approved and applied.

-7 -

<PAGE>

German version of Exhibit 10 (iii)

Right to purchase

------------

The Landlord regarding a blank t the tenant

Right to purchase

to the contract plot as described in para. 1 is reproduced in such a way

DAFL he hereby offers him the agreement Stuck to the conditions in

the read aloud by the notary conditioning are included for this contract. The

Landlord is bound to the offer, so long as the lease is. The

Offer can soonest on 01.07.2000 - first of July two thousand - accepted

be. It mufl no later than until 31.12.2001 - einunddreifligsten December

two thousand and one - are accepted. Afterwards it can no longer be accepted

be., even if the tenancy continues. Before it goes out of

even with the termination of the tenancy. The acceptance is effective when

the tenant in the instrument of acceptance because of its then begrundeten obligation to

Payment of the purchase price of the immediate enforcement subjects. In the

remaining is the acceptance effective when during the commitment period for the certificate

a German notary is explained; of receipt of the declaration of acceptance to the

Landlord is required not to be valid; the acceptance notarising

However notary to the landlord a copy of the instrument of acceptance

about submit.

The notary will angewisen by both contracting parties irrevocably, the application

to provide for registration of the notice of conveyance only if accompanied by the

Landlord has confirmed, he DAFL gem of the collateral. Clause. 14 in High

of DM 300.000, - has received. Until then, the notary should also not certified

Transcripts or copies of grant, the grant application or request

regarding the reservation included. The landlord is in keeping

Security required to issue the Confirmation about immediately.

If the lease is presented and after the coming into existence then purchase agreement

be resolved regardless of the legal reason, then the tenant - without DAFL

him another lien zustunde - committed to the for him

To allow registration of reaching priority notice about immediately extinguish when

him for his claims security in the form of a sufficient bank castle shaft

will be provided.

Termination of the lease

-----------------------

The rented rooms are at the end of the rental period and swept clean with samtlichen -

also made by the landlord - Schlusseln zuruckzugeben. The over made

State is brought about feeds again.

Institutions with which the tenant has provided the space, he can take away.

The landlord can vberlangen but DAFL things zuruckgelassen in the raumen

be if he pays that amount to the tenant, the one for the production

new setup required software, abzuglich a reasonable deduction for

the fact that there is wear and tear. The landlord has the right to the

Device not apply if the tenant has a legitimate interest in

to take them.

-8 -

<PAGE>

German version of Exhibit 10 (iii)

Early termination of lease term

----------------------------------

Ends the tenancy by termination without denunciation of the landlord

(Non-conforming use of the space, Mietruckstand, etc.), the tenant is liable

for the damage that the landlord suffers by DAFL the object after the

Departure of the tenant's empty for a while or are rented cheaper mufl.

The liability lasts until the end of the agreed rental period. It is not,

if the landlord has not sufficiently shall endeavor to find a replacement tenant.

Costs and transcripts

----------------------

Bears the cost of construction, the transcripts and the operation of that instrument

to two-thirds of the tenants, a third of the landlord.

The cost of the acceptance of the tender offer, the costs of needed

Third-party authorizations, the cost of conveyance and the resulting

Land transfer tax carries the tenant. If the landlord after the adoption of

Tender offer is required to load liberation, he carries responsible for the return

costs incurred.

From this certificate copies of which shall receive

the landlord,

the tenant,

the district court Landsberg am Lech - Land Registry - the tax office -

Land transfer tax point -.

If any provision of this contract be invalid, the contract remains in

remaining effective.

NPress transcript was read by the notary Represented by the parties

approved and signed officer empowered. "(stamp)

three signatures

-------------------------------------------------- -------------------------------

-9 -

<PAGE>

German version of Exhibit 10 (iii)

Plant

------

Contract of sale

Preliminary remarks

In the Land Register of the Local Court of Landsberg am Lech

Landsberg am Lech band 170 sheets 8614

is entered:

District of Landsberg am Lech,

Flst.Nr. 2925/161 Max Planck Str 14, Burogebaude, building and free surface

to 0.1700 ha

Owner:

------------

Bauer, Wolfgang, born 04.02.1951.

8031 Eichenau.

Division II:

--------------

Limited personal easement - consisting in the obligation to

Plots of land only after Maflgabe the BaunutzungsVO einschliefllich of there

to use exceptions allowed for the Free State of Bavaria.

Division III:

---------------

DM 890.000, - mortgage without letter for the German

Central Bodenkreditbank-stock company in Cologne,

also is acc. Ziff.14 of the lease a Sicherungshochstbetragshypothek

for the TES GmbH, hardware and software disposal, environmental consulting,

Vermogensanlagen, managing assets with the seat in Baldham in the amount of DM

300.000, - be registered.

The parties agree to the quenching of the mortgage over DM 890,000, - for the

German Central Bodenkreditbank-stock company in Cologne, with implementation to application.

Sale

-------

2.1. Mr. Wolfgang Bauer,

called o below Santander Seller "-

sold

to the company TES GmbH, hardware and software disposal, environmental consulting,

Vermogensanlagen, managing assets with the seat in Baldham - below

Santander Buyer called "-

-10 -

<PAGE>

German version of Exhibit 10 (iii)

that in section 1 near designated plot with all

Components, in particular with the buildings which are located on and

Accessories.

2.2. The train is owned by train against fully stan-ended payment of the purchase price

about to enter. The risk of accidental destruction and accidental

Deterioration of the contractual object immediately goes over to the Buyer; the

However, Seller assigns to the Buyer all insurance and

Claims for damages that he have because of such events against third parties

could, from this, and insured, DAFL particular fire insurance for

hochstmoglichen insurance value exists and is maintained. The

Usage fees to the Buyer from the time of possession Uber Ganges. From

he has at the same time the current plot loads that premiums for

the continuing as insurance, the duty to maintain safety and

offentlichrechtlichen cleaning duties to carry. Ongoing Plot loads,

which should be in possession ruckstandig transition, the Seller has about immediately

wegzufertigen.

2.3. For the distribution of Erschlieflungskosten in Sinnn Building Code

as well as contributing for capital expenditure and CONNECTIONS plot in the sense

the bazerischen local tax laws without Rucksicxht on whom the

Post notices are delivered, the gegenwartige Erschlieflungszustand

maflgebend. The Verk imposed carries the already defined contribution or teilbeitragsfahig

located manufacturing costs incurred for existing or under construction

Erschlieflungsanlagen, unless they at the utmost utilization of the

Account for possibilities of cost splitting to the subject matter hereof; he carries

further already incurred or kunftig cover running expenses for

Acquisition of land for these facilities. Daruberhinaus incurred costs are the Buyer

to the load. For advance payments, which should have provided the Seller, it has

but be content.

2.4. Buyer does allow the persistence of the near in Section 1

designated, registered in Division II of the land register and the loads in

Clause 1 near designated Sicherungshzpothek about DM 300.000, -. Seller

is not required to eliminate them. Buyer is tenant of the

Contract object. The Parties agree DAFL the tenancy

between them ends with ownership transition. In all other respects ensured the Seller,

DAFL the property free from registered in the land registry charges and free from

Still valid lease and Pachtverhaltnissen and other against the Buyer

Ownership rights over going to this.

2.5. In all other takes over the Seller awareness performance is neither for law nor

for defect. In particular, it assumes no awareness performance Darfur, DAFL

any further Baumaflnahmen or fnderung the previous

Land use is permissible. Seller explained, however:

a) altrechtlicher the existence of easements is not known to him,

a) it is known nothing about it, it DAFL at the auflerlich recognizable

Not act plot boundaries also to the cadastral boundaries or DAFL the

Grundstucksgrofle was different from the Grofle specified in the Land Registry,

a) it is known nichtrs of DAFL Since the current plot usage by

public multi law not permissible ware or DAFL the stock sold with the

Buildings publicly-law provisions to the contrary.

-11 -

<PAGE>

German version of Exhibit 10 (iii)

Conveyance

----------

4.1. For the conveyance of the Seller is not obligated, if the purchase price

is completely paid and the clearance certificate of the notary

Tax Office is present that identifies, DAFL registration of the retention transition

not preclude land transfer tax concerns.

Purchase price

---------

5.1. The purchase price is £ 2,200,000 --- 2,000,002 hundred thousand

German Mark.

If the right to purchase exercised only after the 31.12.2000, then increases the

Purchase price of DM 77,000, -. Buyer can not and will not apply to the sales tax

opt.

Then shall count the work done by Buyer Security Performance in High

of DM 300,000 - three hundred thousand German marks, as far as the landlord does not

Zuruckbehaltungsrechte from the tenancy is entitled, as well as to

Ownership transition helped paid term rent payments without Berucksicxhtigung

VAT and incidental expenses, but only insofar as they at the time of

About owned Ganges have also been made tasachlich.

5.2. The purchase price is to pay fallig as soon as the following people

Occurring conditions, the acceptance of the certifying notary this

Buyer - it was also suggested - has informed and since dispatch

Communication, three weeks have passed. He mufl within the period when

Seller received; to Falligkeit he is not subject to interest.

a) in para. Approved 15 of the lease for registration

Priority notice mufl rank immediately behind the in Clause 1

be entered in the near designated loads: on the initiative of the

Buyer's registered loads do not interfere;

b) It mufl an explanation of the community are present, according to which this

statutory pre-emption rights under the Building Code and to

Maflnahmegesetz adopted are not entitled or such

Pre-emption rights of Anlafl this Vorkaufes not exerts.

c) For all the flag in the range previous loads must,

if they do not persist after Maflgabe this contract

supply main, to the land register law enforcement be suitable Loschungsunterlagen.

Tthe Loschungsunterlagen supply main to the notary under the condition of

His disposal was found only to be used when payments

be paid to the creditor, but the overall High

of DM 1,200,000, - not about supply main rise. Is the notary a

made such a requirement, so has the Buyer - if the remaining

Falligkeitsvoraussetzungen present - this absolute value at the expense of

Purchase price to be paid to the Grundpfandrechtsglaubiger.

5.3. In case of default, takes the place of the legal

Interest rate, a rate of 4 - four - percentage points above the respective

Discount rate of the Deutsche Bundesbank.

5.4. Because of its obligation to pay the purchase price in the amount of DM

2.200.000, - submits to the Buyer the immediate enforcement of

this certificate with the Maflgabe, DAFL enforcement only after

May take place Falligkeit. If the notary relevant field for Falligkeit

Loschungsbewilligungen present only on the condition that payments to creditors

afford to, enforcement may only for the purpose of payment to the

Notary take place; The notary will then have the conditions set for the recovered amount

to satisfy and pay the rest to the Seller.

-12 -

<PAGE>

German version of Exhibit 10 (iii)

Participation in load

------------------------

If the buyer wants to finance part of the purchase price with loans,

which are to be secured by mortgage or mortgages, is committed to

the Seller, before Eigentumsubertragung when ordering such Hzpotheken

insofar participate and mortgages than to their origin and to

is rem submission to execution required. Seller

however, assumes no personal liability and no cost. As long as the

Purchase price is not paid fully, the tilt can shore his Mitrwirkung

make them dependent, is DAFL ensures DAFL the liens only

be used to secure the purchase price.

Statutory pre-emption rights

--------------------------

The contracting parties

Authorize

the notary, an explanation of the community because of the statutory pre-emption rights

brought about feeds accordance with the Building Code and the Maflnahmengesetz to implement it;

the community where appropriate, the Abschlufl this contract by marketing purposes

a certified copy of the certificate display, and statements

Community to accept the right of first refusal.

Costs

------

The notary has the participants about the importance of

Clearance certificate taught. The parties liberate the

Finanzbehurden in respect of the method of assessment of the land transfer tax

from the obligation to safeguard the notary about tax secrecy. The notary

has pointed out, the parties DAFL taken regardless of

Agreements after auflen out for cost and usually also for the

Real estate transfer tax as a joint debtor liable.

URNr. 2 2856/1997

N achtrag

---------------

to deed of the notary Dr. Michael. Drills,

Munchen, of 29.08.1997, URNr. 2 - 2776/1997

Today, the fifth September

one thousand nine hundred ninety-seven

05 September 1997

appeared before me, Dr. Roman Fort Hauser, notary

assessor, officially purchaser representatives of

-13 -

<PAGE>

German version of Exhibit 10 (iii)

Dr. Michael Bohrer

Notary office in Munich, in the Geschaftsstelle in 80333 Munchen,

Briennerstrasse Strafle 25:

1 Mr. Wolfgang B except

born on 02.04.1951,

Dipl.-Wirtschaftsingenienr,

Niblerstr .. 12, 82223 Eichenau,

personally known,

Hereinafter called "landlord" - -

2 Mr. Gerd B honoring

born on 05.12.1937,

Industrial sales,

Karl-9Z3hm-Str. .2 "85590 Baldham,

personally known.

Mr. Behrens ~ not announced die.nactifolgenden explanations but as

sole representation Manager shall, on behalf of the commercial register

the local court Munich under HRB Nr.99315 registered

TES GmbH

Hardware and software disposal

Environmental consulting, Vermogensanlagen,

Investment capabilities

with the seat in Baldham,

Church father Stetten,

County Ebsberg,

Address: Karl Bohm-Str. 2, 85598 Baldham,

hereinafter "Tenant" called-.

For this purpose, I certify due: insight into the commercial register at the local court

Munchen from 26.08.1997, HRB No. 99 315 DAFL, Mr. Gerd Behrens

Manager shall einseln to represent the company's Empowered.

The persons appearing below orally gave concordant explanations from the

I like this, beurkunde:

Preliminary remarks

--------------

By deed of the notary Dr. Michael, drills, Munchen, of 29.08.1997, URNr. 2 -

2776/1997 have the parts of the contract a lease with Ankaufsoptioni

closed - hereinafter "Vorurkunde" called -

The Vorurkunde was today in original. The parties know their content,

waive renewed reading and Beifugen to this deed; to which reference is

referenced.

Supplement

--------

Under Clause. 14 of Vorurkunde was the tenant to hedge

Jerk payment requirements Suggested a Sicherunghypotek in Hochstbetrag of DM 300.000, -

ordered.

-14 -

<PAGE>

German version of Exhibit 10 (iii)

The Parties about it

agreed

DAFL this Hochstbetragshypothek the thing after a simp surface

Sicherungshypothgk is. The mortgage is the security in para. 14 of the

Vorurkunde near designated repayment claim in the amount of DM 300,000, -

of both the high and the reason caused by, but nevertheless

is determined.

Instead of the in clause. 14 of Vorurkunde designated ordered Hochstbetrageshypotek

Therefore, the landlord of the tenant, a collateral mortgage in the amount of DM 300,000. -

to hedge in para. Designated 14 of Vorurkunde the near

Repayment claim to the in point. 1 of vorurkunde near bezeiehneten

Land sitting in the rank immediately after the in point. 1 of Vorurkunde

reproduced loads in Sections II and III of the land register.

The landlord

granted,

setting up contracts

apply for

the registration of such collateral mortgage in the land register. Registration at

initially nachstoffener rank point is permissible and is hereby

approved and applied.

The Vertrageteile agree about it, DAFL of the collateral mortgage

based-lying repayment claim is not assignable.

Rank resignation

-------------

Gemafl point. 15 of Vorurkunde is a priority notice for the tenant to

the in clause. 1 of. Vorurkunde near land designated for registration

reach. The tenant enters with his pre-ordered Sicherungshypotek rank

behind-the-reaching in its favor on the registration of notice of conveyance

back and

approved and applied

the registration of the rank jerk crossing in the land register.

The owner as the current owner agrees to the rank resignation.

Reference to Vorurkunde

--------------------

In all other respects it remains with the provisions of Vorurkunde.

Transcripts

-----------

Obtain copies of this document

the landlord,

the tenant,

the district court Landsberg am Lech - Land Registry

-15 -

<PAGE>

German version of Exhibit 10 (iii)

Read out by the notary representatives,

approved by the parties

and revoke all signed.

[Signatures and notary seal]

-16 -

<PAGE>

German version of Exhibit 10 (iii)

The above transcript is an excerpt from the present to me original

my certificate. She agrees uberein with the original, but not containing the

Auflassungs-reservation, in Section 15 provisions to reciprocal Standen

are not included in this section.

Munchen, the September 10, 1997

Dr. Roman Fort Hauser, junior notary, amtl. best.

Representatives of the notary Dr. Michael Bohrer

-17 -

<PAGE>

German version of Exhibit 10 (iii)

B estatigung

---------------------

I confirm DAFL Mr. Gerd Behres, Karl Bohm-Str. 2, 85598 Baldham,

as the Manager shall

TES GmbH

Hardware and sof tware disposal,

Environmental consulting, Vermogensanlagen

Investment capabilities

with the seat in Baldham,

on 29 August 1997 to URNr. 2-2776 / 1997 Commercial lease with

Purchase option has been signed.

Affected is the plot of the district: Landsberg am Lech, FLST. No.

2925/161, sung in the land of. District Court Landsberg am Lech by

Landsberg am Lech belt 170 Blatt.8614.

Munich, 01 September 1997

[Signed]

(Dr. Roman Fort Hauser)

amtl.best. Representatives of the

Notary Dr. Michael Bohrer

</ TEXT>

</ DOCUMENT>

<TYPE> EX-10.IV

<sequence> 8

<DESCRIPTION> LEASE FOR BUILDING # 2

<TEXT>

English version of Exhibit 10 (iv)

ABSTRACT

RENTAL AGREEMENT

Dated: November 3, 1997

Parties:

Ms. Roswitha Hamburg

Karwendel Strasse 25

82152 Krailling, Germany

Landlord

TES GmbH

Karl-B ^ hm-Str. 2

85598 Baldham, Germany

Tenant

Section 1

1 Property Address: Max-von-Eyth-Str. 7, Landsberg am Lech. Property includes a

large warehouse, and storage area surrounding the building.

1 Ms. Hamburger rents the building Described above to TES GmbH. The landlord

does not guarantee did the premises are suitable for the technical uses

Proposed by TES GmbH. The Tenant is responsible for any Obtaining Necessary

governmental approvals for its use of the building. The renter june only install

heavy machinery after Landlord gives his consent.

1 The property is leased "as is".

1 The building does not have restroom facilities. Tenant plans to costruct

bathroom and shower facilities at its own cost in the building. In exchange,

Landlord Agrees to reduce the rent for the first three years of the lease

Pursuant to the terms of Section 3 paragraph 1 All other renovations will be

the responsibility of the Tenant and upon termination of the lease, Tenant must

return the building to its original state if requested to do so by Landlord.

Section 2

1 Lease begins on January 1, 1998 Term:. 5 years. Tenant Has A 5-year option

Which must be Exercised no later than one year prior to the expiration of the

term. 1 The lease june not be terminated by Either party prior the expiration of

the term Unless there are extraordinary Circumstances.

Section 3

1 Rent

First three years: DM 7,500.00 per month

Fourth and Fifth years: DM 8,500.00 per month

If the option is Exercised, the rent will be negotiated at time did.

Value Added Tax Tenant Shall So pay the statutorily required value added

tax as follows:

First three years: DM 1,125.00 per month

-1 -

<PAGE>

English version of Exhibit 10 (iv)

Fourth and Fifth years: DM 1,275.00 per month

In addition Tenant must pay all utilities.

Section 4

The rent and utilities Shall be paid by the third business day of each month.

Payment Shall be made to Roswitha at the Hamburger Volksbank Landsberg, Acct.

No. 828,270th

Late payments Shall be subject to a late charge 10:00 DM.

Section 5 Right of Lien

Tenant did Represents the personal property it is bringing into the premises is

free and clear of all liens with the exception to the items listed in the

attached exhibit. Tenant Agrees to keep Landlord informed of any and all liens

did 'may be levied against it personal property located on the premises.

Section 6 Security Deposit

Tenant Shall pay a security deposit of DM 45,000 in the form of a guaranteed

letter of credit.

Section 7 Open Space. [Section deleted]

Section 8 Cosmetic Maintenance Repairs

Tenant Shall be responsible for all normal cosmetic maintenance repairs. Normal

cosmetic maintenance repairs include interior paint for walls, ceilings, door

and window frames, radiators, etc., and cleaning, painting, or sealing of all

flooring.

Section 9 General Maintenance

Tenant Shall be responsible for general maintenance of the building. Tenant

Shall pay for all general maintenance up to DM 200 per repair up to a maximum of

2% of the gross annual rent, not including utilities. These repairs are limited

to maintenance of the electrical system, plumbing, windows locks, kitchen

appliances, and furnace.

Section 10 Signage

All signage on to be used on the outside of the building must be approved by

Landlord in writing. Landlord's approval is revocable. Upon termination of the

lease, Tenant Shall remove all signage. Tenant is responsible for compliance

with all rules and regulations governing signage and advertising.

Sections 11-24 Miscellaneous Terms

[Standard lease terms referred by to by reference]

Section 25 Integration Clause

This lease contains all terms, conditions and understandings of the parties and

replaces any and all prior agreements oral or written. Any amendment to this element

lease must be made in writing.

Section 26 Severability Clause.

-2 -

<PAGE>

English version of Exhibit 10 (iv)

Baldham, the 3rd of November, 1997

[Signed] [signed]

TES Roswitha GmbH Hamburg

G. Behrens, Managing Director

-3 -

<PAGE>

English version of Exhibit 10 (iv)

USE AGREEMENT

Dated: October 31, 1997

Parties:

Ms. Roswitha Hamburg

Karwendel Strasse 25

82152 Krailling, Germany

Landlord

TES GmbH

Karl-B ^ hm-Str. 2

85598 Baldham, Germany

Tenant

The parties have Entered into a lease agreement for the property located at

Max-von-Eyth-Str. 7 in Landsberg am Lech. The lease term begins on January

1.1998. Because significant renovations need to be made by Tenant prior to

January 1, 1998, TES, Ltd. Shall have the right to occupy the premises as of

October 1, 1997.

The mutual duties and obligations of the parties Shall be governed by the terms

of the lease agreement.

Tenant Shall pay Landlord the Following Amounts for its use of the premises

prior to the date the lease term begins:

Monthly rent DM 7,500.00

Monthly utilities DM 400.00

DM 7,900.00

15% VAT DM 1,185.00

DM 9.085.00

Baldham. October 31, 1997

[Signed] [signed]

TES Roswitha GmbH Hamburg

G. Behrens, Managing Director

-4 -

<PAGE>

German version of Exhibit 10 (iv)

LEASE

Between

Roswitha Hamburg, Karwendelstrafle 25, 82152 Krailling

- Landlord -

and

Fa TES GmbH, Karl-Bohm-Str. 2, 85598 Baldham

Technical Environment Solutions

- Tenants -

following charter party is concluded:

P. 1 Accommodation

(1)

Rentals are marked in the map enclosed touch PREMISES and

Open spaces in the estate of Max-Eyth-Str. 7, 86899 Landsberg am Lech:

- Halle

- In the north of the hall immediately anschlieflenden two auxiliary rooms

- The parking place along the eastern plot boundary

(2)

The owner assumes no awareness Darfur, DAFL the leased PREMISES

and faces the technical requirements and regulations behordlichen from the

Tenant pursued Terms purposes correspond. Any required permits

has even obtain at his own expense of the tenants. The same is true for the

Fulfillment behordlicher requirements.

(3)

The rental property is vemietet in the state, as it is situated. The

Parties shall, at the rented bergabe a bergabeprotoll, the

Is part of this lease. The tenant can from there

held state derive any awareness performance claims.

(4)

In the hall and the small room, no toilet is available. The tenant can be personalized

before, at his own expense in one of the adjoining room, a toilet and showers

install. In return, the landlord explained with the reduction of

The rent in accordance with the first three years. P. 3 No. 1 agree.

Umbaumaflnahmen by the tenant are to own and bedurfen the landlord before

his consent. You are always at their own expense of the tenant. Thereby

by lottery Authorized ungserfordernisse and conditions are the responsibility of the tenant. The

Tenant has the structural Mafl measures at the end of the tenancy on

To remove the request of the landlord and the original state again

produce.

(5) The lessee will ausgehandigt by the landlord following Schlussel:

P. 2 rental

-1 -

<PAGE>

German version of Exhibit 10 (iv)

(1)

The tenancy starts on 01.01. 1998, and is for a period of 5 years

closed. The tenant preserving an option for a further 5 years, soft

be exercised no later than writing one year before the expiry of the fixed duration

mufl.

(2)

Tenants and landlords can the tenancy before the expiry of the specified

Rental only auflerordentlich qualified for good cause. The denunciation has

be in writing. On P. 21, paragraphs 2, 3 and 4 should be noted.

P. 3 rent

(1)

The monthly rent amounts during

the first three years of the term net DM 7,500.00.

the fourth and fifth year net DM 8,500.00.

In the case of Optionsausubung a run for the further period of five years

negotiated new lease, the amount of which at the last applicable rent

oriented.

As a result of the gem by the landlord. P. 9 UStG ausgeubten option, the tenant

in addition to the net rent the VAT at the applicable

to pay legal high. She is currently amounts to

15% VAT for the first three Mietjahre DM 1,125.00

15% VAT for the fourth and fifth year of occupancy DM 1,275.00

(2)

In addition, the tenant has the amount of a monthly payment on the operating costs

DM 400,00 zuzuglich VAT

to afford.

For the nature and extent of the cost of the plant is 3 to P. 27, paragraph 1 of the

Second Berechnungsverordnung maflgeblich in effect at the time. In

Complement this, it carries out the tenant the costs of rented payer for

Warm and water consumption. Contrary to P. 11 para. 2 are for the cost

Heating and hot water as well as other, verbrauchsabhangige operating costs

100% charged according to the actual consumption.

As far as operating costs increase to reduce, re-emerge or disappear,

this is to take into account for the pro rata apportionment calculation. Correspondingly

the landlord entitled to advance payments to the operating costs of newly

determine if the actually incurred operating costs by

Prepayments no longer be covered. The tenant may, in turn, a

Reduction, the advance payment shall, if these are too high

prove. (For the billing of operating costs, see P. 11)

P. 4 Falligkeit

The rent is including the cost of prepayment until no later than the third

Payable business day of a calendar month to the landlord in advance. The

Payment must be sent to:

Account holder: Roswitha Hamburg

-2 -

<PAGE>

German version of Exhibit 10 (iv)

Bank: Volksbank Landsberg

Account number: 828 270

Bank code: 70093200

For the timeliness of payment, it does not come to the dispatch, but

on receipt or crediting the money to. In verspateter payment is the

Vemueter entitled, for each written warning DM 10.00 to lump

Collection expenses without prejudice to additional default interest demand.

P. 5 lien

Explained by the tenant, DAFL introduced during entry into the rented rooms from him

Things are to be freehold and not gepfandet, with the exception of the

Supplement aufgefuhrten subject. The tenant agrees to the landlord

be applied by any Pfandungen things about immediately to teach.

P. 6 Deposit / Security

The tenant is the landlord for the fulfillment of its obligations under the

Lease a security deposit in the amount of DM 45,000.00 in the form of a bank castle shaft with the

To provide obligation to pay on first demand. The requirement

It may only be schlussigen rationale of the claims arising from the tenancy

and the submission of a previous warning from the landlord to the tenant

be made dependent.

The castle shaft is already in Granting Rental for the purpose of

Reconstruction, no later than to make a fortnight after this time.

P. 7 open spaces

[This section is deleted by the parties]

P. 8 beauty Repairs

The lessee shall during the term of the tenancy every five years, the

Well-being center repairs to take over at their own expense. Among the

Beauty Repairs belong particular painting of the walls and ceilings,

Painting (sealing) of the floor or cleaning of floor coverings, interior painting

of doors, Fenstenrahmen, Heizkorpern and supply lines. Is as supplements

for the case of termination of tenancy on P. 22 para. 2 pointed out.

P. 9 Maintenance

Instandhaltungsmaflnahmen that are required during the rental period has

be borne by the tenant, if the costs for the individual Reparaturmaflnahme DM

200.00 and the resulting cost to the tenant ANNUAL 2% of the

Annual gross rent, excluding operating costs not about to rise. Such Maflnahmen

restrict to damage or repair of plumbing Standen

for Elektritzitat, water and glass, heating and cooking facilities,

Window and Turverschlussen.

P. 10 Werbemaflnahmen

The advertising or the sale serving devices (eg, company signs,

Advertising copy, showcase. Neon sign) to the supply main and the Auflenflachen

Windows of the rented rooms only with the written consent of the landlord

be attached. The consent may be withdrawn. In the event of revocation and

-3 -

<PAGE>

German version of Exhibit 10 (iv)

at Raumung Rental of tenant is to restore the old

State obligation. Compliance with publicly-legal permits,

particular, a national technical approval, as well as other, behordliche

Arrangements in this context the responsibility of the tenant. Eben Such is true of the

with the advertising devices associated traffic compulsory insurance.

PP 11-24 Other Agreements

The provisions of the PP enclosed with 11-24 soft as attachments this contract

are to be recognized by their content of tenants and knowledge of it, are

essential components of this lease. The same is true for the

Map of the accommodations and the takeover protocol.

P. 25 side agreements

The foregoing provisions are fully and exhaustively. Side agreements

this does not exist. If you want to deviate from the provisions of this agreement

or erganzende arrangements are made, as to this, it requires the

Writing.

P. 26 Saivatorische clause

If any provision in this Agreement be The invalid, it remains the

Validity of the remaining untouched. For this case agree on the

Parties, the invalid provision by a the meaning and economic

Purpose as near as possible upcoming regulation to replace.

Baldham, the 3.11.97den __________ the ________

(Signed) (signed)

-------------------------------------------------- -----

Fa TES GmbH, Roswitha Hamburber

Gerd Behrens, Manager shall

-4 -

<PAGE>

German version of Exhibit 10 (iv)

USER AGREEMENT

Roswitha Hamburg, KarwendeLstrafle 25, 82152 Krailling

-Owner-

and

Fa TES GmbH, Karl-Bohm-Str. 2, 85598 Baldham

Technical Environment Solutions

-User-

agree as follows:

The parties entered into a lease for individual commercial space in the

Estate of Max-Eyth-Str. 7 in Landsberg am Lech from. Mietbegin is the

01.01.1998. As before arrival extensive renovation work in the rental

are required, the company TES GmbH is the one described in the lease

Property already about to leave 01.10.97.

The mutual rights and obligations of the Party of the conversion phase to

31.12.97 depend on the rental agreement to here

is taken hereby fully respect. The local regulations are at the

Parties are known and hereby made to the contract.

For the usage period from 10/01/97 to 12/31/97, the user is to

Payment of a monthly Nutzungsvergutung and a monthly

Operating costs prepayment zuzuglich sales tax according to P. 3 of the

Committed lease as follows:

monthly Nutzungsvergutung DM7.500, 00

monthly operating costs prepayment DM 400,00

-----------

DM7.900, 00

15% VAT DM1.185, 00

-----------

DM9.085, 00

Baldham, the 31.10.97

(Signed)

-------------------------------------------------- ------

AGREEMENT

Between

and

The parties listed here agree as follows:

1 The TES INC. is located at the T-Cycle GmbH with a partner share

part of 49%. For this purpose, the T-Cycle GmbH is the existing capital stock

of DM 50.000, - by a further DM 49.000, - a total of $ 99,000, -

increase. The services to be provided initial contribution of DM 49.000, - is the TES INC.

take over 100% and full deposit.

1 After Erhohung of the capital stock and the payment of the new capital contribution

the shares are distributed to the T-Cycle GmbH as follows:

o Mr. Walter Tiessler, company share approximately 50.5%, capital contribution DM

50.000, -

. o TES INC, company share approximately 49.5%, capital contribution DM 49.000, -

1 Enzahlung of the capital contribution of the TES INC. is as follows:

o DM 25.000, - be remitted immediately to an account of the T-Cycle GmbH.

o The remaining Dm 24.000, - are at the notary Beglaugigung

Increase in share capital and company takeover fallig and to an account

the T-Cycle GmbH remitted. A contract is in endgultiger week

09/98 created.

Munchen, 16.2.1998

[Signed] [signed]

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