COURT OF APPEAL OF LYON

Pretrial hearing of November 13, 2007

SUMMARY AND CONCLUSIONS ANSWERS # 2

FOR:

The Company FRANÇAIS CONSULTANTS SARL of € 100 000 registered

LYON RCS under number 444 632 459 whose registered office is 42, Mill Road
Carron - 69130, in the person of its leaders resident in the legal quality
said seat,

Appellant

PCS & Junillon WICKY, solicitors

Ratheau firm, Lawyer
(Mr Bernard UGHETTO)
TOQUE N ° 666

Mr. Mark HESLEHURST, born July 31, 1960 in MIDDLESBROUGH (LARGE

BRITAIN) The remaining Sorbiers - 69210 SAVIGNY

Appellant

PCS & Junillon WICKY, solicitors

Ratheau firm, Lawyer
(Mr Bernard UGHETTO)
TOQUE N ° 666

NAYS:

The Company BIOMERIEUX, with capital of € 11,879,045 registered with the RCS
Lyon under the number B 673 620 399 whose registered office is Path of Horme -
69280
MARCY L'ETOILE, represented by its leaders resident in the statutory audit quality
seat

Respondent

Lamy & Associés SCP RIBEYRE

(Maître Philippe Genin) - Toque 656
PLEASE THE COURT

I / FACTS AND PROCEDURE:

Mr. Mark HESLEHURST carrying on business in a foreign language teacher and

started his business in his personal name under the trade name "FRANÇAIS
CONSULTANTS.

Wishing that his staff to undergo language training, the Company

Biomerieux, specializing in research and development on natural sciences and
Natural, addressed to Mr. Mark HESLEHURST.

Mr. Mark has established HESLEHURST dated September 7, 1999 for a quote detailing the
content of the curriculum and setting an hourly rate equivalent to that charged by the
Profession, or 320 francs per H.T hours.

(Exhibit No. 1).

BIOMERIEUX but negotiated down the price by promising, as

consideration, to Mr. Mark HESLEHURST exclusive training conducted within the
society, as evidenced November 24, 2004 Mr. Blair SHEPARD.

(Exhibit No. 103).

The occupation of Mr Mark HESLEHURST is nascent, it has reduced

his hourly rate at 270 francs HT and established a second quotation dated September 14, 1999.
(Exhibit No. 20).

BIOMERIEUX finally asked in February 2000 Mr Mark HESLEHURST

for English language training.

She however re-negotiated down and well below the market price, the price
schedule originally announced by Mr. Mark HESLEHURST.

Mr. Mark HESLEHURST has indeed seen its services billed at an hourly rate of
Frs 180.00 Without tax from January 2000.
(Exhibit No. 3).

He has, during the second half of 2000, performed the same type of services by the hour
always imposed by BIOMERIEUX and, notwithstanding his promise to increase.

A fixed term contract for the provision of service was signed December 14, 2000 between
BIOMERIEUX and Mr. Mark HESLEHURST under which he was given
"Instructional design on language services for the account of the
BIOMERIEUX SA.

Mr. Mark HESLEHURST had thus support the following services:

Audit training
Assessment as part of a recruitment or a professional assessment
Feedback in response to training,
Implementation of learning solutions such as face to face, group of English
general group of business English, intensive day, living Intensive English abroad
conferences, debates, films, government and logistics: implementation and change
various groups and classes of information and various changes and transmission
reporting service training Biomerieux SA.

The prices of various services was set out in Article 3 of the contract.

The contract was for a term of 14 December 2000 to September 30

2001, automatically renewable for a period of twelve months unless terminated done
by registered letter with acknowledgment of receipt by either party with notice
two months.
(Exhibit No. 4).

Five and a half months after signing the above contract, the Company has BIOMERIEUX
suddenly
following letter with acknowledgment of May 31, 2001, terminated the contract
cited in the following terms:

"We hereby inform you of our intention not to renew

Convention
want to consider that as of end December 2001 the two companies will no longer
bound by this contract. "

(Item No. 6)

BIOMERIEUX did not hesitate to depart from the contractual terms of

termination of fixed-term contract. The termination of the contract should have been in effect
Effective September 30, 2001, under penalty of renewal for a further period of twelve
months from that date.

Mr. Mark HESLEHURST reacted immediately.

A meeting was held between the parties July 10, 2001.

Following letter dated July 16, 2001, Mr. Mark HESLEHURST confirmed to the company
BIOMERIEUX terms of maintenance as follows:

"... During our meeting on July 10 to 14 hours, you have stipulated that the letter was a
error and that the intentions were to continue BIOMERIEUX partnership with
FRANÇAIS CONSULTANTS.

This contract ended in late September 2001.

To date, your company represents about 70% of my turnover. The loss of
BIOMERIEUX be disastrous, even fatal to my business.
I also have 6 consultants working at BIOMERIEUX who need to know if
will work in October. ... "

(See Exhibit 7).

BIOMERIEUX made no reply to that letter.

It is within this context that five new contracts were signed between the parties on January 24
2002 on:

- English Training Group for an hourly rate of 33.54 € HT totaling

estimate of 144 € 892.80 VAT of 54 x 80 hours x € 33.54 for
the period from February 4, 2002 December 31, 2002

- Training English telephone tariff of 33.54 € HT hour, a total

estimate of 45 representing 68 HT € 614.4 x 20 x hours of training for € 33.54
period from February 4, 2002 December 31, 2002

- Training English for the overall costumer service fee of 33.54 € HT Time
or an estimated amount of 8 € 302.92 HT, such training should take place
Weeks 12, 13, 17, 26, 36 and 39 9:00 to 4:30 p.m.,

- Training Spanish group and individual lessons and costs of 41.16 € HT time is
an estimated total amount of 7 079,52 € + VAT for the period from February 4, 2002 31
December 2002

- Intensive English training costs of 33.54 € HT per hour and € 15.24 plus VAT per
person trained in addition to the individual consultant, an estimated total amount of
€ 10 275 before tax for the period from 1st half of 2002.

(See Exhibit No. 5, 8, 9, 10 and 11)

Two other contracts were subsequently signed:

- May 30, 2002 for a course "Intensive English" at a price of 33.54 €

giving a total estimate of 4 024,80 € HT for the second half of 2002.

(See Exhibit 13)

- July 8, 2002 for a course, "Introduction en FRANCAIS" rate

VAT € 33.54 for a total estimate of 2 € 884.44 + VAT for the period from August to
October 2002.

(See Exhibit No. 14)

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5/

Relationship difficulties are quickly born between Mrs. Florence GIRARD, in charge
the training department of the Company and Mr. Mark BIOMERIEUX HESLEHURST.

Mr. Mark HESLEHURST has actually been imposed unilateral decisions

by this particular person on the setting of tariffs, the general organization of
Activity professional trainers, modification of substantive obligations contained
in contracts, reducing bills etc ... under the threat of breaking any relationship
contract.

Thus, in early 2002, the Company has imposed BIOMERIEUX Mr. Mark
HESLEHURST to assume all the logistics of the program language training, unrequited
financial, and by transferring a substantial additional workload, until
executed by Mrs. Florence and Mrs. Nadine GIRARD BERNIER Society
Biomerieux.

To achieve these ends, Mrs. Florence GIRARD did not hesitate in addition to many
occasions and with particular insistence, making indecent proposals and displaced
Mark HESLEHURST.

(See Exhibit 15 to 34)

After more than two years of discriminatory and abusive practices, and financial pressure and
moral imposed on Mr. Mark HESLEHURST, officers of the Company BIOMERIEUX -
BioMérieux Pierre Fabre, informed of this situation internally, carried
in April 2002 to abrupt dismissal of Ms. Girard.

(See Exhibit No. 128)

At that time, given these difficulties, numerous meetings were held between
HESLEHURST Mr Mark and Mr Jean-Claude RIVARD Resources Director
Human (Biomerieux).

On the occasion of one of these meetings, Mr. Jean-Claude RIVARD informed Mr.
Mark HESLEHURST that Mr. Christian NOIZET, Director of Resources
Human Society BIOMERIEUX worked with "criminals" and that it was possible
his office and his home are visited for finding documents and evidence
for use in the proceedings of dismissal of Mrs. Florence
GIRARD.
The latter explained to Mr Mark HESLEHURST the husband and friends of Mrs.
GIRARD were furious against him and he could expect to be attacked.

(See Exhibit No. 127)

These statements were greatly concerned that Mr. Mark HESLEHURST expressed his
wife and his partner, David Holmes.
(See Exhibit No. 126)

Moreover, his motor vehicle was damaged twelve times.

Mr. Mark HESLEHURST was physically assaulted in May 2002 and again in 2004
and filed a complaint with the gendarmerie TASSIN LA DEMI LUNE (Rhone).

An inquiry was opened, leading to the hearing of staff and former staff
BIOMERIEUX.

Mr. Mark HESLEHURST and his wife also made the subject of various threats
anonymous telephone, advising them to stop any strong legal action against
BIOMERIEUX.

They had to call a security company to protect themselves

(UNIVERSAL SECURITY).

Finally, in the same spirit, Mr. Mark HESLEHURST was informed that Mr. Thierry
CHOULET, computer expert BIOMERIEUX the Company would, unwittingly diverted
information in his computer, why he was dismissed for
misconduct by the Company BIOMERIEUX.
(See Exhibit No. 126)

Mr. Mark HESLEHURST and the Company shall also FRANÇAIS CONSULTANTS
note that the Company BIOMERIEUX does not dispute the facts set out above.

In the months that followed the departure of Mr. Florence GIRARD, these same methods
of collaboration with perdurées the successor to Mrs. Florence GIRARD, Madam
Maryse BOUCLET.

Mr. Mark HESLEHURST it is again met with Mr. Jean-Claude

RIVARD, which he said at the time that Maryse BOUCLET, still
trial period, would probably not be hired permanently within the Company
Biomerieux, even if they were considering for the moment to extend the trial period and this
probably to appease a difficult social climate.

Mr. Mark HESLEHURST has, in this context, the company notified its BIOMERIEUX
decision by letter dated July 30, 2002, to cease all contact with her staff and to entrust
this activity to Mrs. Estelle Howell and Mr. David Holmes.
(Exhibits 35, 36, 37 and 38)

Estelle Howell and Mr David Holmes were therefore the only interlocutors
Company BIOMERIEUX until July 2003, Mr. Mark has more HESLEHURST
personally manage training within BIOMERIEUX during 2003,
so BIOMERIEUX was unwelcome at trial to support that "
difficulties reappeared at the beginning of 2003 then the return of Mr. Mark
HESLEHURST "

Have the conclusive on the above facts and to inform the Court that notice of a
summons to communicate against the Company BIOMERIEUX on documents
following:

- The first letter of extension of the probationary period on the Contract Work
Ms. BOUCLET (2002),

- The resignation of Mrs. BOUCLET,

- The letter of dismissal for serious misconduct of Mr. Thierry CHOULET,

- Three letters from Mr. Christian NOIZET, Mr Marc BARREL

and Mr. Alain GUIMAUX produced by Mrs. Florence GIRARD under
its actions relating to employment.

The Company BIOMERIEUX not fit to respond to this communication,

conclusive have summoned a second time to produce these documents.

6/

A new contract for a term of one year was signed on 1 January 2003, with immediate effect
BIOMERIEUX between the Company and the Company incorporated on 15 FRANCAIS
CONSULTANTS
January 2003 for English language training at an hourly rate of € 37.73 HT and language
Spanish at an hourly rate of 41 € plus VAT per hour.

In the absence of automatic renewal, termination should be made by letter

to the other party within three months before its annual term.
(Exhibit No. 39)

7/

In response to a letter with acknowledgment of receipt of the February 19, 2003, the
FRANÇAIS CONSULTANTS Company, through its counsel, reminded the company
BIOMERIEUX be a victim of discriminatory and abusive practices and its willingness
to obtain compensation for damage resulting therefrom.
(Exhibit No. 44)

BIOMERIEUX pretended to ignore a letter dated February 28, 2003 the reasons for this letter
then, by registered letter with acknowledgment of the same day, has challenged the terms.
(Exhibits No. 45 and 46)

8/

By registered letter with acknowledgment of receipt of the September 29, 2003, the Company
BIOMERIEUX suddenly informed the Company of its decision FRANÇAIS CONSULTANTS
terminate the training contract with effect from 31 December 2003.

(Exhibit No. 47)

The Company FRANÇAIS CONSULTANT then challenged by letter dated October 15, 2003.

(Exhibit No. 48)

The Company BIOMERIEUX then decided to use a tender for training

on the 2004 program sent the following e-mail October 29, 2003 the Company FRANÇAIS
CONSULTANTS.
(Exhibit No. 49)

By registered letter of 4 November 2003, the Company maintained its decision BIOMERIEUX
to terminate the contract for the provision of training, denounced by the abovementioned letter of
29
September 2003.
(Exhibit No. 50)

It is within this context that the following writ of summons dated 28 November 2003
FRANÇAIS CONSULTANTS Company has assigned the Company on the basis BIOMERIEUX

provisions of Article L. 442-6-I of the Code of Commerce for the purpose of seeing order
to pay the principal sum of € 600,000 in damages because of practical
discriminatory.

Mr. Mark HESLEHURST voluntarily intervened in the proceedings pending before the
Tribunal de Commerce de Lyon introduced by the Company with FRANÇAIS CONSULTANTS

also been the victim of discriminatory practices in the years 2000, 2001 and 2002,
before the founding of the Society FRANÇAIS CONSULTANTS occurred in 2003.
(Exhibits No. 40 and 41)

The Company believes, however BIOMERIEUX duty support, for the first time in question
of Appeal, that their claims are inadmissible on the grounds that the provisions of Article L
442-6-I-b second of the Commercial Code have been introduced by Law No. 2005-882 of
August 2
2005 for Small and Medium Enterprises.

Considering that "abuse of economic dependence" is relied on facts that occurred

During the years 2000 to 2003, the Company concluded BIOMERIEUX the inadmissibility of
the claims
from conclusive on the basis of Article L 442-6-I-2-b of the Code of Commerce.

The Company BIOMERIEUX does not, however, involved the application of

of Article L 442-6-I-1 and L 442-6-I-4 of the Commercial Code also invoked by
appellants.

Such a plea of inadmissibility, however, is unfounded.

Contrary to the allegations of bioMérieux, the provisions of Article

442-6 L-I-2-b of the Commercial Code have not been introduced by Law No. 2005-882 of
August 2
2005, but by Act No. 2001-420 of 15 May 2001 and more specifically Article 56.

This legal provision is therefore fully applicable to the dispute.

The claims of Mr Mark HESLEHURST and Society FRANÇAIS CONSULTANTS

on what legal basis, as on the provisions of Article L. 442-6-I-1 / and L 442-6 -
I-4 / Commercial Code, are perfectly admissible.

- ON THE MERITS OF THE CLAIMS OF THE COMPANY AND CONSULTANTS

FRANÇAIS
SIR MARK HESLEHURST

B-1 / Law

Article L 442-6-I of the Commercial Code provides that:

"I - Encourages the responsibility of the author and requires him to repair the damage caused
does,
by any producer, trader, business or person registered with the directory
Trades:

1) of practice in respect of a business partner or get him prices,

payment terms, conditions or terms of sale selling quite
discriminatory and not justified by real counterparts, creating, thus, for
This partner, a disadvantage or an advantage in competition;
2) a)
(...)
2 b) to abuse the dependency relationship in which he is a partner or
power purchase or sales by submitting it on commercial terms or
unjustified obligations;
(...)
4) obtain or attempt to obtain, under the threat of an abrupt, total or partial
trade relations, prices, payment terms, terms of sale, or
terms of trade cooperation clearly derogatory terms
General Sales
5) (...) "

The Court of Cassation ruled that the fact that a producer to agree to a partner
economic pricing, payment terms, conditions of sale or terms of sale
Buying or discriminatory and not justified by real counterparts, created for this partner
an advantage in the competition without it being necessary to the administration or the operator
did not receive the same benefits, to demonstrate the harm that these practices
Illegal caused (Cass. Com. April 6, 1999, Dalloz Affaires 1999.1024).

B-2 / Facts:

It is necessary to examine all the facts establishing the discriminatory practices used
by BIOMERIEUX against Mr Mark HESLEHURST and society
FRANÇAIS CONSULTANT, to the point of placing both in a situation of dependency
economy.

a / BIOMERIEUX imposed tariffs training schedules very

below market failing to terminate the contracts:

From the beginning of their trade BIOMERIEUX imposed conditions

tariff.

During September 1999, the company asked Mr. Mark BIOMERIEUX HESLEHURST
to obtain an estimate for the formation of English.

Mr. Mark HESLEHURST set September 7, 1999 an hourly rate of 320 francs that HT
had to reduce, after discussion of bioMérieux, 270 FRF HT.

(Parts 1 and 2)

Indeed, in return for exclusivity would be granted by bioMérieux, this

imposed upon him last time that an hourly rate far below market rates.

Mr Blair SHEPARD attests to that during the first meeting in October

1999 between the Company and Mr. Mark BIOMERIEUX HESLEHURST, the latter "was
very surprised to learn he would have the exclusive language training for
BIOMERIEUX, representing about 350 trainees. Mr.
HESLEHURST for this work was below the market price for a contract
overall. This condition should be on only one year as a test. If the quality of
Avera good during the following year, Mark HESLEHURST could work at the cost of
market. "
(Room 103)

This volume of training and suggested to Mr Mark was about HESLEHURST

15 000 hours, a volume can therefore be considered the biggest
given volume to a supplier Rhone-Alps, with the particularity that Mr. Mark
HESLEHURST exercised at the time in his personal name, without framework agreement with
the Company
BIOMERIEUX until late 2000.

Notwithstanding this initial agreement, from February 2000, the company had lowered
BIOMERIEUX rate
Time to 180.00 francs Duty for English language training, an amount not
only well below the market but also very much lower than the initial estimate
of 320 francs and 270 francs HT HT.
(Exhibit 15)

Mr. Mark has HESLEHURST of charge during the year 2000 on the tariff imposed
Frs 180.00 exc.
(Part 3)

In September 2000, Mr. Mark HESLEHURST had however agreed with the company
BIOMERIEUX that the rates for the training year 2001 would be revised and adapted to the price
of
market.

Given this agreement, Mr. Mark HESLEHURST then proceeded, with confidence,
recruitment of five new teachers to help deliver training to
BIOMERIEUX staff.

Even though the program was then started for five weeks, the Company

Biomerieux, represented by Mrs. Florence Girard, head of training is

reneged on its agreement and was set at 200 francs per hour before tax cost benefits
Mr. HESLEHURST.
(Exhibit 15)

Then Mr. HESLEHURST has been finally imposed a contract for the provision of the service
December 14, 2000 for the training year 2001 with lower rates include:

1) test: free if the person being tested then benefits from a training
FRANÇAIS of CONSULTANTS, charged 180 francs per hour if necessary due to
15 minutes per test, or 45 francs per person tested does not receive the benefits
FRANÇAIS CONSULTANTS of the future exercise,

2) Audit and need for language training: maintenance free English if the person
tested then benefits from a provision of FRANÇAIS CONSULTANTS; charged 180 of
appropriate time at 15 minutes per test is 45 francs per person tested
not enjoying the benefits of exercise on FRANÇAIS CONSULTANTS future

3) Telephone lessons (30 minutes per class): 180 Francs per hour

4) Conference: 200 Francs per hour

5) Audit language in the context of mobility: 200 francs per person

6) Individual evaluation of end of course: included in the overall delivery,

7) Group lessons: 200 Francs per hour "(Article 3 of the contract)

(See Exhibit 4)

Five months after the signing of this Agreement, the Company has terminated BIOMERIEUX by
letter of
May 31, 2001 with effect as of December 2001.
(Exhibit 6)

Amazed at the position taken by the company BIOMERIT when he came to recruit
Personnel, Mr Mark HESLEHURST met its representatives at a
meeting held July 10, 2001 and recalled the occasion, by letter dated July 16
the dramatic consequences of such a decision for the future of his company and its
employees.
(Exhibit 7)

Fully aware that 70% of sales by Mr Mark

HESLEHURST was done with her, BIOMERIEUX was thus able to use
considerable leverage over the latter up to abuse.
(Exhibit 7)

Throughout their years of collaboration, the company has used the same BIOMERIEUX
strategy to obtain tariff discriminatory and abusive conditions of:

Put pressure on its supplier of services, Mr Mark

HESLEHURST or company FRANÇAIS CONSULTANT

Threaten to terminate the contract, knowing full well he or she was

under given its economic dependence on the one hand, turnover therefore

made on its behalf in relation to its total turnover, and secondly,

investments.
Get pricing conditions and discriminatory and definitely put Mr.
Mark HESLEHURST FRANÇAIS CONSULTANT or company under his control as
economic and contractual obligations under imposed,

-
Accept then renew the contract to discriminatory conditions imposed on
Mr. Mark HESLEHURST or company FRANÇAIS CONSULTANT.

In an attempt to refute such practices violate any fair trading, the Company
BIOMERIEUX attempts to invoke various arguments that will be below demonstrate the absence
of
relevance.

First, BIOMERIEUX always argued that sending the letter

termination of 31 May 2001 explained, according to him, "logically" by the fact
"Each year training needs evolve both in terms of their volume and their
object, according to people who are reached formations and their functions
within the company. "

Such an argument is unconvincing.

Contrary to the allegations of the respondent, the sending of such letter of termination does not in

correspond to any standard procedure or in his own words "logic".

Relations were in fact based on a fixed term of one year with tacit
extension of 12 months.

No legitimate reason can not justify in this context that the Company contract
BIOMERIEUX be forced to terminate the annual contract (Article 10 of the contract - Exhibit
No. 4).

This argument is even less convincing that:

- Firstly, the Company has sent BIOMERIEUX in 2002 no letter of termination

terminate the contract for running even though the volumes of services have
been drastically reduced for 2003.

We went from 68 groups in 2002 to 8 groups in 2003 a loss of 60 groups,

corresponding to approximately 4500 hours of training and lost to the removal of 4
faculty full-time employees.

- On the other hand, the volume of activity and the conditions required to implement the program

2002 compared to the 2001 program are virtually identical.

The letter of termination has been clearly sent that for strategic reasons and
to get diverse financial concession on the part of Mr. Mark HESLEHURST.

These methods and means of pressure was used for the sole purpose of obtaining
pricing conditions at low prices, and therefore discriminatory.

They are compelling and indeed accepted by the Company BIOMERIEUX.

The dismissal letter that the Company BIOMERIEUX addressed to Mrs. Florence GIRARD
April 19, 2002 on this point is particularly telling in that it indicates:

"You have lobbied against the principal provider of responsible

the teaching of English in business, designed to gain favor
sex from him in return for the respect of your liabilities on the revaluation of
fees.

Following his refusal, you attempted to cause the failure of its collaboration with
the company by questioning the quality of his performance but did not inform
your hierarchy.

Given the seriousness of this information, we took care to verify

strictly to the facts that have been reported.

The evidence we have gathered unfortunately confirm their reality.

...

Your abusive generated unbearable working conditions

for your team, significant deficiencies in the training department and focused
seriously damage the image and reputation of bioMérieux.

The seriousness of the facts you have alleged would justify immediate termination of your
employment contract. However, to allow you to find a job in
satisfactory condition, we grant you a right to notice and severance
redundancy '
(Exhibit No. 128).

This letter confirms the dismissal unfair and discriminatory practices, and the pressure
financial and moral HESLEHURST Mr. Mark was the victim both before
only after the dismissal of Mrs. Florence Girard.

The Company BIOMERIEUX moreover fully benefited during these years of collaboration
with Mr. Mark HESLEHURST benefits, including financial costs arising from such
illegal practices of which she knew no practice.
(Exhibit No. 97)

For proof, various letters to his attention by Mr. Mark HESLEHURST.

For example, Mr. Christian NOIZET was made in 1999 receiving the revised estimate
downward, at the request of the Company BIOMERIEUX by Mr. Mark HESLEHURST.

Similarly, Mr. Caroly, Legal Director of bioMérieux, was made

recipient of the letter of termination of contract sent by the latter, May 31, 2001, to
Company FRANÇAIS CONSULTANTS.
The letter also signed by Mr Pierre BAILLY Department Purchase of Company
Biomerieux, was even sent a copy to Mrs. Florence Girard.

(Item No. 6)

Representatives of bioMérieux, including Mr. Benoit Adelus

(General Manager), Mr BARRAL (Responsible Purchasing Department, a close friend residing
in
Mrs. Florence GIRARD), Jean-Claude RIVARD (HR Director), Mrs.
Frédéric SAINT OLIVE (Communications Director), Mr. Christian NOIZET
(Director HR World), etc. ... were perfectly informed.
(Exhibit No. 95)

The Company does BIOMERIEUX could legitimately claim that the termination letter
May 31, 2001 was a common practice, insofar as it recognizes the
reality of the pressures against Mr Mark HESLEHURST for conditions
discriminatory tariff.

Thus, the officers of the Company have clearly bonded BIOMERIEUX methods
used by their employee, Ms Florence GIRARD, using this strategy of denunciation
Contract to put pressure on the co-contractor which was then in a position to accept
pricing conditions of the Company BIOMERIEUX or lose any final
contract.

Fearing so do not get training contracts for 2002, and knowing

full well what would happen to his business without forgetting
the recent hiring of teachers, Mark HESLEHURST was unable to negotiate its
rates and obtain similar rates to those of competitors.

Negotiations have never been undeniably correct and fair between the parties.

His strategy has worked, BIOMERIEUX finally entered into five new
contracts and at the conditions imposed tariff and just as disadvantageous to
Mr. Mark HESLEHURST which was forced to sign dated January 24, 2002,
May 30, 2002 and July 8, 2002.

(Parts 8-11 and 13 and 14)

They should include:

- English Training Group: hourly rate of 33.54 € HT

- English Training Telephone: rate of 33.54 € HT hour,

- Training English for the overall costumer service: € VAT rate of 33.54 per hour

- Training Spanish group and individual lessons: € VAT rate of 41.16 per hour
- Intensive English training costs of 33.54 € HT per hour and € 15.24 plus VAT per
person trained in addition to the individual consultant

- Training "Intensive English" at a price of 33.54 € HT Time

- Training, "Presentation en FRANCAIS" hourly rate of 33.54 € HT

Secondly, the Company does not also support BIOMERIEUX then the
dismissal of Mrs. Florence GIRARD occurred in April 2002, Mr Mark
HESLEHURST could have sought new pricing conditions for the training
during 2003, it would not, according to him, did.

Indeed, beginning in April 2002, Mr. Mark HESLEHURST could not make any
approach to the League BIOMERIEUX for new tariff conditions
since on the one hand, contracts for training and 2002 were already signed in
running and on the other hand, despite having made such a move in November 2002
with her, no increase was allowed.

Thirdly, the Company BIOMERIEUX may not, in the same vein, claiming that it
would, then the departure of Ms. Girard, "very quickly took the necessary measures

to end these problems, first by agreeing on a portion of the

revaluation rate requested by Mr. HESLEHURST .... "

This statement is totally false.

Per-hour German course fixed at 270 francs in 2000, 2001 and 2002, has been
no increase, while the market price was around 380 francs.

It was the same for Spanish lessons at an hourly rate of 250 francs in 2000, 2001 and
2002 and lectures given during the years 2000 and 2001.

The telephone at 180 francs during the years 2000, 2001 and 2002, were not registered
rate increase, even though the normal market price was estimated at 350 francs.

No increase was granted during the year 2002, the Company Biomerieux,
as illustrated by the production of invoices.

(See documents 57 to 62, 66 to 78)

Mr. Mark HESLEHURST and the Company shall pay the debates FRANÇAIS
CONSULTANTS
rates of their competitors that the conditions tariff imposed on them
were well below the market.

(See documents 63 to 65, 90 and opposing pieces 15 and 16)

These abuses are by no means ceased then the dismissal of Mrs. Florence
GIRARD.

Quite the contrary, they have endured.

Maryse BOUCLET, successor to Mrs. Florence GIRARD actually

applied the same methods, and this with the backing of his superiors, to obtain conditions
cheap tariff.

The latter, moreover, despite the renewal of his initial trial period, was
eventually thanked the Company BIOMERIEUX after Mr. Mark is HESLEHURST
is again complained about this situation and these discriminatory practices.

The Company and Mr. Mark FRANÇAIS CONSULTANT HESLEHURST have, in this regard
is
summation by act of February 6, 2007, to the Company from disclosing the first
letter extending the trial period on the employment contract of Ms BOUCLET.

In the absence of any spontaneous communication on the part of bioMérieux, the

had conclusive grasp Mr. Counsellor of the State Implementation, by way of conclusions
incident in order to obtain disclosure of this particular document, as well as documents
following:

the resignation of Mrs. BOUCLET,

the letter of dismissal for serious misconduct of Mr. Thierry CHOULET,

the 3 letters from Mr. NOIZET, Mr and Mr BARREL

GRIMAUX produced by Mrs. Girard in the context of action relating to employment
it initiated against the Company BIOMERIEUX.

The Company BIOMERIEUX finally produced in the debates opposing piece No. 26, a courier

she sent April 19, 2002 to Mrs. Mary BOUCLET which does not correspond
to the letter sent by this Society to Mrs. BOUCLET to notify him of the renewed
probationary period.

Indeed, the proposal to extend the trial period Maryse BOUCLET him
was sent a letter dated April 18, 2002.

The opponent's piece No. 26 paid by the Company in the debates is also BIOMERIEUX
explicit reference to this proposal for the renewal of 18 April 2002.
In addition, the correspondence of April 19, 2002 filed by the Company in debates
BIOMERIEUX
(Opponent's piece No. 26) reported a termination at 21 April 2002, even though the contract
was eventually continued beyond that date, as evidenced by the letter of dismissal
Maryse BOUCLET beyond that date, June 24, 2005 (opponent's piece No. 27).

In the absence of any production of the letter to renew the trial period of 28 April 2002
it will be any consequences from that law.

Moreover, during this same period very chaotic, Mr Mark HESLEHURST

was informed that Mr. Thierry CHOULET, computer expert of the Company
Biomerieux, diverted, without his knowledge, confidential information contained in its
computer, including all those mails confidential.

The purpose of clear itself of any liability the Company has proceeded to BIOMERIEUX
dismissal for serious misconduct of the latter, even though it can not be seriously challenged
that information unlawfully detained have been used to defend the interests of

Then a meeting with the Company BIOMERIEUX, Mr Mark HESLEHURST that

BIOMERIEUX not accept any increase for the year 2003 and
that even better, the 17 groups considered to be reduced to 8 groups, or a loss
considerable financial professional activities of Mr. Mark HESLEHURST.

(Exhibits 87, 117 and 119)

This decision was announced suddenly December 23, 2002 by mail, during holidays
year end, the Company BIOMERIEUX without any warning letter and information
previously, such as to enable him, in a reasonable time to reorganize.
(Parts 86, 107, 108, and 118)

BIOMERIEUX did not hesitate to impose a six-month test by

booking after it is able to maintain the current rates or to break the
contract
(Exhibit 89).

This test was a means used by the Company BIOMERIEUX to pressure Mr.
Mark HESLEHURST.

Then January 13, 2003, BIOMERIEUX accepted a rate increase of 5%

two stages, the first of January at a rate of 37.73 Euros then counting
July 42 Euros.
(Room 109)
However, this agreement has not been respected by BIOMERIEUX.

This rate was still considerably lower than the market estimated at 350 francs tax
free (53.36
HT Euros).
(Exhibit 79)

Fourth, the Company BIOMERIEUX can not claim that the comparison of
prices charged by the Company with FRANÇAIS CONSULTANTS market prices could
carried out in absolute terms, but according to all parameters of each
acting on that contract and, therefore, depending on the gross margin realized by
those
stakeholders.

Such an argument may indeed call into question the very clear difference between
prices charged by Mr. Mark HESLEHURST compared to its competitors.

This method unfair ruling derisory rates under penalty of breaking relations
contract has been constantly used by BIOMERIEUX during their years
collaboration.

Mr. HESLEHURST has also complained about this practice from the company
BIOMERIEUX following letter with acknowledgment of receipt of the March 20, 2003
but
vain.
(Room 106)

Notwithstanding the dismissal of Mrs. Florence GIRARD, Mr. Mark has HESLEHURST
got no tariff increase.

Quite the contrary, this strategy has been further extended for the training year

2004 as well as evidenced by the letter of 29 September 2003 addressed to the

company FRANÇAIS
CONSULTANT tending again to terminate the contract in January 2003.
(Exhibit 47)

Notwithstanding the termination letter, a meeting was held between October 24,
2003
Mr. David Holmes, managing partner of the Company FRANÇAIS CONSULTANTS,
Madam
BOUCLET of bioMérieux for providing for contract renewal, although
Naturally, under certain price conditions.
Mr. David Holmes certifies that:

"October 24, 2003 ... this unscheduled meeting surprised me and my first
statement was to say that I did not understand the reason for my meeting with
Ms. BOUCLET, who spoke of the 2004 training, while I knew
that
our
contract ended.
At this point, Madam ARDUINI Miny said the contract is completed but we
want to renegotiate for 2004. There was a misunderstanding with that letter
you
have received and what should have been done by the legal department.

Later, she said they could not renegotiate while litigation was in place and
that to keep Mr. HESLEHURST had to make concessions
or
stop.
When I asked Mrs. Miny Arduini, it
said concession meant
compromise.

It is my opinion that this tactic, not professional, was directed to my person

for me to put pressure, and indirectly to arrest Mr. HESLEHURST
any legal action and offer me as a manager FRANÇAIS CONSULTANTS
the opportunity to work with BIOMERIEUX in 2004. "
(Exhibits 84, 85 and 93)

This certificate is particularly evocative of the methods used by the collaborative

BIOMERIEUX.

Unsuccessful for these purposes, BIOMERIEUX confirmed by letter dated November

4
2003 termination of the contract, while justifying it later in a letter dated November
5
2003, by the evolution of language training needs.

(Parts 51 and 52)

This argument is not convincing.

Reading the specifications provided by the Company BIOMERIEUX for a so-called

call
tender demonstrates that its needs were in fact identical to those of previous years.
Thus, if the Company FRANÇAIS CONSULTANTS had accepted the terms and tariff
the organization of training are required by the Company BIOMERIEUX, the contract
would not have been terminated.

However, such collaboration at the expense of Mr. Mark HESLEHURST and Society
FRANÇAIS CONSULTANTS could not continue indefinitely.

Mr. Mark HESLEHURST and Society FRANÇAIS CONSULTANTS have indeed

undergone a
Consequently financial loss during their years of collaboration with BIOMERIEUX
even if only in consideration of tariffs far below market.

The Company has BIOMERIEUX cons pulled by a financial advantage by reducing

very substantially the cost of staff training.

Disloyal behavior of bioMérieux is even worse than that

they knew the economic dependence was Mr. Mark
HESLEHURST then the Company FRANÇAIS CONSULTANTS.

b / The economic dependency is established in terms of turnover to achieve:

Mr. Mark HESLEHURST was undoubtedly in a state of economic dependency.

Turnover to receive the light of all contracts during the years 2000 to
2002 on behalf of the Company BIOMERIEUX relative to their total turnover in
attest.

2000:

Total turnover
:
Revenue receivable from
BIOMERIEUX, all contracts:

189 € 442.00

€ 133 745

A rate of 70.59% of dependence

2001:
Total turnover:
Revenue receivable
of bioMérieux, all contracts:

€ 413 815

€ 243 083

A rate of 58.74% of dependence

2002:

Total turnover:
Revenue receivable
of bioMérieux, all contracts:

€ 533 208

€ 330 731

A rate of 62.02% of dependence

(See parts 114, 115, 123 to 125)

Mr. Mark HESLEHURST was moreover the only claimant for exercising languages
BIOMERIEUX behalf of the Company during the years 2000, 2001 and 2002.

Given this state of dependency, the company could impose BIOMERIEUX

abnormal price conditions and organization of training without Mr. Mark
HESLEHURST can challenge them.

BIOMERIEUX can legitimately challenge the state of economic dependence

based on letters sent in April 2002 and 2003 by FRANÇAIS
CONSULTANTS under which it was stated that she worked with large
multinationals and would have increased its turnover by 118% between 2000 and
2001, and 28.85% between 2001 and 2002 ...

Indeed, Mr. HESLEHURST possessed no infrastructure in 1999 for his

whether activity rooms for training, computers, photocopier, secretarial
Administrative ...
It was at this time using other service providers, especially for work
office
(Room 101 of the bill ETUDLOC 23/02/1999
Room 102)

Moreover, he employed only one teacher temporary.

Its turnover for 1999 was then to 64,207 Euros (420,273 Frs)

Only after the signing of contracts with the company after BIOMERIEUX
2000 that its sales will grow dramatically to the point of placing
in a situation of economic dependence unmistakable.

From 1999 to 2000, its turnover has tripled over two thirds of which are
provided by contracts with bioMérieux.

This economic dependence has also been confirmed in subsequent years.

To assume this activity, Mr. Mark HESLEHURST moreover, had to use

In January 2000 six new teachers working in almost all exclusive to the company
Biomerieux.

It should be remembered as evidenced SHEPARD Mr Blair that such contracts

involved about 350 people to form an annual volume of about 15,000 hours
work.

This is exactly on the basis of the annual volume that Mr. Mark HESLEHURST
conducted a number of investments in order to be able to answer this
volume of training, including endorsing various financial loans, looking for rooms
appropriate training and more consistent in recruiting suitable staff for
answer this volume of training.

These investments have been more risk than for Mr. Mark HESLEHURST
During 2000, the Company BIOMERIEUX refused to sign any contract
training (The first contract between the parties dated 14 December 2000).

This environment placed Mr. Mark HESLEHURST in a state of dependence more

prejudicial that he was receiving at the time, no contractual framework between it
and the Company
Biomerieux.

It was therefore in no position to refuse the conditions imposed upon him for the
year
BIOMERIEUX 2001 by the Company, under penalty of being brought to dismiss 80%
of its staff and
therefore assume a debt.

The Company also attempts to challenge BIOMERIEUX figures cited by Mr.

Mark HESLEHURST even though it is firstly clear that it was based on
turnover BIOMERIEUX contract to which the Company had committed to
organize its activities (logistics, personnel ...).

Moreover, for the year 2001, the economic dependence of Mr Mark HESLEHURST
is unmistakable.

Its turnover amounted usually performed at approximately € 494 434 € 187 392
which charged
BIOMERIEUX Society, a dependency of 45.21%.

The state of economic and financial dependency of Mr Mark HESLEHURST towards

BIOMERIEUX is unmistakable.

So in any case manifestly wrong in the Commercial Court considered

that based solely on his in 2001, Sir Mark was not HESLEHURST
in a situation of dependence on the Company BIOMERIEUX.

Nevertheless, the fact remains that the Company has BIOMERIEUX, at

At least not respected the contractual commitments it had made to Mr Mark
HESLEHURST in terms of sales volumes mentioned in the Conventions
training.

His responsibility is for that reason alone fully engaged.

c / BIOMERIEUX unilaterally reduced the number of groups

work:

The working groups initially planned 3 to 4 people.

Upon renewal of the contract and demand of bioMérieux, groups

work have been changed on its own initiative February 13, 2002.
(Exhibit 16)

The program for the year 2002 was, in groups and hours of training, benefits
following:

-
-
-
-
-
-
-
-
-

Marcy: 28 groups for 80 hours of training each

Balme: 11 groups for 80 hours of training each, in addition to travel.
Help Desk: 6 x 30 hours
Individual Ozzola: 80 hours
Craponne: 17 groups for 80 hours of training each
NFE: 4 groups for 80 hours of training each
Spanish: 2 groups for 80 hours of training each
Phone: 76 people for 20 hours of training each
Presentation, education supplies: 230 x 350 Francs

The number of people per group is actually increased from 5 to 6, which reduced
the number of
groups and led to a decline in remuneration of Mr. Mark HESLEHURST.

The volume of activity is also increased from 61 to 8 working groups working groups
between
2000 and 2003 even though the satisfaction audits positive.

The number of participants within each group decreased.

As of May 2002, the company decided to work BIOMERIEUX group

6 persons and informed Mr. Mark HESLEHURST its desire for a second

provider for training in English.

(Exhibits 42, 43, 56 and 80)

Given the fact that it would no longer be the sole supplier of bioMérieux
for the 2003 program, Mr. Mark HESLEHURST asked to charge a close
of the Market.

BIOMERIEUX refused any discussion.

(Parts 54 and 55)

Given its state dependence, Mr. Mark has HESLEHURST the bow.

He was then forced to make the dismissal of two teachers he had hired to
ensure the training given to employees of bioMérieux.

These substantial changes in contractual relations have been taken without

notice of BIOMERIEUX with Mr. Mark HESLEHURST
or the Company FRANÇAIS CONSULTANTS.

They have been simply imposed.

The Company attempts BIOMERIEUX however be justified in arguing that "in the
month of
June 2002, other problems, totally unrelated to Ms. Girard, have been found
bioMérieux, particularly regarding the organization of school hours. "

Now, at this time, the Company BIOMERIEUX awarded him a larger volume of
courses
phone.

Sixty eight people were in fact due to receive 40 hours of classes each, or 2 courses

week instead of one expected.

This increased volume of calls during a necessity for Mr. Mark

HESLEHURST logistics heavier requiring the intervention of 11 consultants.

Then, even though prices had just begun, the Company has ordered BIOMERIEUX
Mr. Mark HESLEHURST to stop them immediately.

Mr. Mark HESLEHURST had, in this context, intervening with the direction of the
BIOMERIEUX.

As one response, the Company BIOMERIEUX refused to pay the hours worked and
blocked the bill from Mr. Mark HESLEHURST; The latter had to bear the expenses of
its
consultants.

He furthermore had to part with one of its consultants, in the person of Ms. Deborah

RAMSEY.
(Exhibit 81)

Similarly, the Company BIOMERIEUX can claim that "all the conditions governing
relations between the parties were perfectly normal and it is particularly true of
payment at 30 days. "

Because of the limited margin generated by Mr. Mark HESLEHURST, for the
Company
FRANÇAIS CONSULTANTS, it was agreed that the bills would be paid upon receipt,
on validation of the training department of bioMérieux.

Mr. Mark HESLEHURST, as the Company FRANÇAIS CONSULTANTS, could

not in fact bear the costs of its payroll in the long term, why the Company
BIOMERIEUX committed to pay immediately or within 10 days, the invoices issued
by
Mr. Mark HESLEHURST, as the Company FRANÇAIS CONSULTANTS.

Finally, while recognizing the significant decline of courses granted to the Company
FRANÇAIS CONSULTANTS during various periods, including fiscal 2003,
BIOMERIEUX trying to justify his attitude that she does not hesitate to call
of "provisional" in that it would have found, as of June 2002 "An
deterioration of the quality of services provided by the Company FRANÇAIS
CONSULTANTS.

Such allegations are clearly contrary to reality.

For proof, simply refer to the quality reports prepared by the trainees, which
highlight the quality of training delivered by Mr. Mark and HESLEHURST
FRANÇAIS CONSULTANTS Company.
(Exhibits 83, 88 and 89)

In the same spirit, the Company BIOMERIEUX can try to claim that Mr. Mark
HESLEHURST had "unilaterally decided to spend over telephone 0.5/heure /
week as set up now an hour without it ever been
no exchange between us, "referring to an email dated June 6, 2002 from
Maryse BOUCLET
(Exhibit No. 29).

Similarly, it can not be relied on a letter from the same person issued June 18
2002, under which it stated that he would "never intended you to leave,
as you would expect a number of total hours of training "as an email dated 8
July 2002 citing "clear abuse of the provision FRANÇAIS CONSULTANTS"
(Exhibit No. 33).

These unfounded allegations are devoid of any relevance.

It is clear from the terms of the contract for 2002 between Mr. Mark
HESLEHURST and Society BIOMERIEUX there has never been a unilateral decision
by Mr. Mark HESLEHURST to teach voice, but it is a
practice contractually agreed between the parties.

In addition, Mr. Mark HESLEHURST has formally challenged the statements that
were required to
against him by Mrs Maryse BOUCLET in his e-mails of 6, 18 June and 8 July 2002
which corresponded again to a strategy used by the latter, as before
by Mrs. Florence GIRARD, to impose unacceptable conditions under penalty tariff
breach of contract.

d / invoices issued by Mr. Mark HESLEHURST were revised

unilaterally downward when paid by BIOMERIEUX:

The Company BIOMERIEUX was further evidence of disloyalty in the particular

context of
enforcement of contractual obligations.

Periodically, the Company BIOMERIEUX refused to pay the invoices issued by Mr.
Mark HESLEHURST even though the benefits were made.

The Company BIOMERIEUX did not hesitate to unilaterally reduce the amount of
invoices
adjusting the amounts below those charged and sought consequently the emission
assets corresponding to the unpaid difference.

Mr. Mark HESLEHURST is systematically intervened with the Department of

BIOMERIEUX to try to resolve these irregularities but had each time to comply with
these abusive practices.

Notwithstanding the departure of Mrs. Florence GIRARD, this practice has continued.

Similarly, while the contract of January 30, 2001 included an hourly rate of 270
francs duty
by German course, BIOMERIEUX refused to make payment of the invoice
Mr. Mark HUSLEHURST.
(Exhibit 12)

He had to establish a corrective invoice with an hourly rate of 250 francs plus VAT.

(Parts 57 to 59)
It will be well on the cost of supplies contractually fixed at 600 francs.

The cost of supplies has been charged at this rate contract and was the subject of
an invoice
amendment, on application BIOMERIEUX the sum of 350 francs.

Such actions were renewed in April 2001: Sir Mark had there HESLEHURST
yet billed under the old tariff.

Spanish courses priced at € 41.16 were also charged € 41.00.

The lectures provided at a rate of 200 francs as part of the training contract
2002 have been accepted for a total of 180 Francs.

Similarly, mobility tests on the 2000 and 2001 were charged to 180 francs, while
Just as the contract stipulated a rate of 200 francs.

Finally, callers hear specify that travel expenses were, as it was

contractually provided (Article 6 of the contract) at their cost, which had the direct
effect
lessen the net training schedule that Mr. Mark HESLEHURST and Society
FRANÇAIS CONSULTANTS enjoyed.

These travel expenses not actually being included in the hourly rate charged by the
Company
Biomerieux.

e / The BIOMERIEUX imposed certain benefits to Mr. Mark

HESLEHURST without financial compensation.

More than two hundred employees have been audited by Mr Mark HESLEHURST
even though they
have not subsequently received training.

The billing of these audits has been refused by the Company BIOMERIEUX, even
though it was
contractually provided for the years 1999 to 2002.

Mr. Mark HESLEHURST also never been able to obtain payment of its fees
displacement, or an average of 60 visits per month, 2,412 trips over three years,
The
cost of a trip with an average of 13 € per visit.

It was also requested in 2001 with Mr. David Holmes to make a

presentation of his personal business with the works council of the Society
BIOMERIEUX and unions.

While this provision was to be charged at two hours of training, the Company
BIOMERIEUX but refused any make any payment.

In 2000 and 2001, several professional translations or corrections have been made
by
Mr. Mark HESLEHURST without it ever could be settled by the Company
Biomerieux.

- F / The BIOMERIEUX interfered in the recruitment of staff

Mr. Mark HESLEHURST:

The Company has chosen BIOMERIEUX some consultants and has met before they
exercise within the company.

The Company maintains BIOMERIEUX to justify such discriminatory practices and

unfair that "the Company FRANÇAIS CONSULTANTS employing only consultants that
are
do not know whether they are employees, according to him, would be likely to have
enabled him to
significant savings under its payroll. "

The allegations of bioMérieux that Mr. Mark HESLEHURST

only employed in 2001 only two employees, including himself and his wife, then in
2003, four
employees, are imaginary.

The list of employees of Mr. Mark HESLEHURST was communicated to the debates.

(Parts 99, 112, 113 and 120)

Such a claim is even less credible that it was physically impossible for
Mr. Mark HESLEHURST teach 15 000 hours of training alone (his wife

was not a teacher), moving both on five different sites, and by teaching German and Spanish
languages he does not practice.

The statements of the Company are BIOMERIEUX on this grotesque.

Moreover, the consultants whether or not employees, they have shown a financial cost to Mr
Mark HUSLEHURST for society FRANÇAIS CONSULTANTS insofar as they have been paid
in respect of their performances.

The Company BIOMERIEUX can also claim any of its employees being French, the Company
would have FRANÇAIS CONSULTANTS considerable savings in social security.

This erroneous claim as evidenced by the documents in the debates.

Half of the employees of the company FRANÇAIS CONSULTANTS is subject to French rule.

This last argument is irrelevant since the nationality of employees FRANÇAIS CONSULTANT
as the wage which they depend are no relation with the state of economic dependence suffered
by the company and Mr. HESLEHURST FRANÇAIS CONSULTANT.

To better understand the structural, social and financial conditions in which Mr. Mark
HESLEHURST was before and just after the beginning of its relationship with the Company
BIOMERIEUX the summary comparison below is exposed particularly eloquent:
Mr. Mark HESLEHURST situation prior relationships with the Company BIOMERIEUX
Location Mr. Mark HESLEHURST after the beginning of a relationship with the Company
BIOMERIEUX
2 employees: Mr Blair and Mr Mark SHEPPARD HESLEHURST 8 employees including 6
exclusively for the Company BIOMERIEUX
No infrastructure, establishment at Mr Mark HESLEHURST training TASSIN Location: 120
m2 with 3 classrooms and administrative office
Not a secretary full time secretary
No hardware resource center
No two personal loans personal loan for equipment and building refurbishment work
Turnover: € 74 207 Turnover: € 189 442 € 133 745 which made on behalf of bioMérieux is 2 /
3 of total turnover

- G / BIOMERIEUX The company has imposed a clause entitled "Bonus Malus" totally
unreasonable:

The Company BIOMERIEUX actually inserted in contracts a clause entitled "Bonus - Malus'
reads:

"Penalties will be negotiated by bioMérieux SA against FRANÇAIS CONSULTANTS in the

following cases: absence of a trainer, 2% per week of absence is limited to 10% of the invoice
amount expected for delivery in error. In case of accident or illness, FRANÇAIS
CONSULTANTS will replace the consultant within 48 hours. "

This clause is imposed in any competitor of Mr. Mark HESLEHURST or company FRANÇAIS
CONSULTANT.

It is undoubtedly unfair in that it constituted a considerable financial risk for Mr Mark

HESLEHURST, practicing in personal name without any consideration is given to him.

This was unfair moreover, repeatedly invoked by the Company BIOMERIEUX against Mr Mark
HESLEHURST, without any foundation.

Indeed, as the Company FRANÇAIS CONSULTANTS Mr. Mark HESLEHURST have never
experienced problems with their consultants.

The difficulties came from the lack of trainees of bioMérieux during training, they are not
attending classes.

The only known incident concerning Mr. SATHERTHWAITE, consultant, victim of a malaise.

Mr. Mark HESLEHURST had, indeed, require Mr. SATHERTHWAITE despite the fact he was
ill to go to BIOMERIEUX to teach courses in which he was responsible and what to avoid
penalties that are imposed on him under this clause "bonus malus".

Mr. SATHERWAITS however, could not provide the expected course and landed in the
infirmary of bioMérieux.

This means if the practices of the Company BIOMERIEUX were excessive and restrictive vis-à-
vis the Company and Mr. FRANÇAIS CONSULTANTS Mark HESLEHURST.

- H / The BIOMERIEUX adopted an attitude of denigration against Mr Mark HESLEHURST:

Mr. Mark HESLEHURST has been insulting and unjustified criticism from BIOMERIEUX and
its staff.

His work was systematically discredited, even though the quality controls were quite
satisfactory.

Nadine Bernier, training assistance within the Company BIOMERIEUX under the supervision of
Mrs. Florence GIRARD, attests to, dated February 4, 2003:

"Having worked as an assistant in training BIOMERIEUX 1 April 1999 to January 13, 2001,
under the command responsibility of Mrs. Florence Girard. As such, and during this period,
introduced me at an operational training partnership between the English and the Company
BIOMERIEUX FRANÇAIS CONSULTANTS HESLEHURST with Mr. Mark. I rubbed almost
daily during this period and Mr. Mark HESLEHURST NEVER had any inappropriate behavior,
NEVER had the slightest slip of the tongue nor made any dubious joke to me as to any team
member training exclusively for women.

Mr. Mark HESLEHURST has always demonstrated professionalism, patience, reserve and has
always emphasized the quality of its provision of training for students whose scores were always
very good. By cons, Mrs. Florence GIRARD, more concerned with his seductive power over
men spoke frequently of his lunch outside with the men working at bioMérieux, which led him to
return after 14 hours in office.

I want to prove the good character of Mr. Mark HESLEHURST and its absolute correction
both personally and professionally. "

(Exhibit No. 94)

The Company BIOMERIEUX can try to minimize these acts of vilification and pretend that Mr.
Mark HESLEHURST would be close to paranoia.

Indeed, it is clear, as evidenced various documents placed in the debates, that the facts presented
do not fall in paranoia and are not exaggerated, especially since the Company has specifically
BIOMERIEUX fired after leading a thorough investigation, Mrs. Florence GIRARD because of
its pressure on service providers.
 * I / The BIOMERIEUX weighed on the place of establishment of the occupation of Mr Mark
HESLEHURST:

The Company BIOMERIEUX demanded that Mr. Mark HESLEHURST settled near Marcy
l'Etoile for logistical reasons.

Indeed, during the first year, 350 people have been audited.

Intensive courses were given in the premises of Mr. Mark HESLEHURST to many trainees.

Mr Blair SHEPARD certifies that during the first meeting held between Mr. and HESLEHURST
BIOMERIEUX in October 1999, it has imposed as a prerequisite to signing any contract settled
near bioMérieux MARCY L 'STAR.

BIOMERIEUX has imposed on Mr. Mark HESLEHURST not geographically away from its
place of establishment in order to maintain proximity of their workplaces to avoid loss of time,
including travel.

(Parts 53, 110 and 111)

BIOMERIEUX moreover, due to the fact that Mr. Mark HESLEHURST do not have the time to
infrastructure, to push the program in January 2000 when he should have started in October 1999
to enable him to find a Local and recruit the necessary staff.

Mr. HESLEHURST has, to this end, had to take out two loans financial professionals to assume
such an infrastructure.

(Room 104, 105)

According to its findings, the Company BIOMERIEUX not hesitate to claim, with a particularly
daring, she would never move its employees to go undergo training which, she says, regardless
of the risks of accidents journeys would result in a disruption of the incredible work.

Such allegations are false.

Indeed, an indeterminable number of people have attended language courses in the premises of
the Company FRANÇAIS CONSULTANTS, reasons for which the Company BIOMERIEUX
had also asked the latter to have adequate classrooms.
And have attended courses at the premises of the Company FRANÇAIS CONSULTANTS
following people:

Jean-Michel BEUCHER, Nathalie Delorme, Herve Bacheley Christian BALT, Mrs

VERGAIN, Jean-François BRIDGE, Christian GUERIN, Françoise Rubellin, Jean-Marie Piot,
Jacques Zindel, Olivier GOY, NOUGIER Mr. Vincent, Mr. PAOUR Olivier, Sir Issued
PARUSSINI, Gérard CORBET, Sir Christian NOIZET (HR Director) ...

Similarly, a group of Human Resources BIOMERIEUX comprising Mr Eric Appriou, Mrs.

Florence Girard and Jean-Claude RIVARD attended training courses on the premises of the
Company FRANÇAIS CONSULTANTS.

In addition, training agreements expressly stipulated in Article 2 thereof, as training sites or

premises of bioMérieux is the premises of the Company FRANÇAIS CONSULTANTS.

(Exhibit No. 4).

The training agreements signed in 2002 included in particular Article 2 thereof "DATE AND
PLACE" that the training would take place at the premises of the Company FRANÇAIS
CONSULTANTS.

(Parts No. 10, 11, 12, 13, 14 ..).

The allegations of bioMérieux are therefore unfounded.

The reasoning of the Tribunal de Commerce de Lyon, following the analysis of bioMérieux, will
be reformed.

In conclusion:

Given the facts set out above, Mr Mark HESLEHURST as society FRANÇAIS CONSULTANT
found himself in a situation where a refusal to contract on their part to conditions imposed by the
Company BIOMERIEUX, could inevitably result in the loss of any contract and thus putting at
risk the survival of the company.

For all the foregoing reasons, Mr. Mark HESLEHURST FRANÇAIS CONSULTANTS
Company and are entitled to seek review of Judgement of the Tribunal de Commerce de Lyon,
20 June 2006 when they clearly exist to engage the responsibility of the BIOMERIEUX for
abuse of dominant position on the basis of the provisions of Article L 442-6 of the Commercial
Code.

B-on claims for damages from Mr. Mark heslehurst English society and consultants

Under the decree of June 20, 2006, the Tribunal de Commerce de Lyon rejected claims for
damages from Mr Mark HESLEHURST and Society FRANÇAIS CONSULTANTS to the main
ground that they were not entitled to act responsibly against Company BIOMERIEUX on the
basis of the provisions of Article L 442-6 of the Commercial Code and the secondary ground that
their claims were not justified.

However, Mr Mark HESLEHURST and Society FRANÇAIS CONSULTANTS justify damages

suffered because of discriminatory practices of bioMérieux, as will be outlined below.

a) The damage suffered by Mr. Mark HESLEHURST

Mr. Mark HESLEHURST, as the Company FRANÇAIS CONSULTANTS, suffered for several
years, unfair and discriminatory BIOMERIEUX.

Mr. Mark HESLEHURST is thus well justified in seeking compensation for damage resulting
consequential loss of profits suffered by the latter during the years 2000, 2001 and 2002.

That damage amounts to the sum of 477,238 Euros.

Mr. Mark HESLEHURST product as that in the debates certificate attesting to his accountant,
Mr. Christophe Lefevre company-owned FIDUCIAL.

(Room 100)
In addition, Mr. Mark HESLEHURST suffered continual pressure throughout the exercise on the
part of bioMérieux, which threatened, in case of refusal on the part of the contractual conditions
imposed by it, to sever all contractual relationships .

Mr. Mark HESLEHURST is again well justified in seeking compensation for his injury further
and consequently conviction of the BIOMERIEUX to pay the sum of 30,000 Euros.

b) Regarding the prejudice suffered by the Company FRANÇAIS CONSULTANTS

The prejudice of the Company FRANÇAIS CONSULTANTS also corresponding to the shortfall
amount, based on the accounting document prepared by Mr. Christophe Lefevre society
FIDUCIAL the sum of 129,610 Euros for the year 2003.

(Room 100)

The Company FRANÇAIS CONSULTANTS is right to seek compensation for damages

resulting from lost profits suffered by the latter due to lower prices charged in the Market for the
year 2003, the sum of € 129,610.

***

Finally, given the unrecoverable costs that had to hire Mr. Mark HESLEHURST FRANÇAIS
CONSULTANTS Company and to defend their interests, the Company BIOMERIEUX be
sentenced to pay them each the sum of € 8,000 on the basis of the provisions of Article 700 of
the New Code of Civil Procedure, and all the costs of proceedings, which distracted the benefit
of CPA Junillon & WICKY, confessed on his claim of right.

FOR THESE REASONS

Given the ruling of the Tribunal de Commerce de Lyon 20 June 2006,

Considering the provisions of Article L 442-6 of the Commercial Code,

In limine litis,

Declare admissible the claims of Mr. Mark HESLEHURST and Society FRANÇAIS
consultation under the provisions of Article L. 442-6-I-2-b) having regard to the entry into force
of this provision introduced by the Act of May 16, 2001,

Accordingly dismiss the Company BIOMERIEUX its application inadmissible on this basis,

On the merits,

* Confirm the decision of the Tribunal de Commerce de Lyon in what was declared
admissible and well founded voluntary intervention of Mr Mark HESLEHURST,

For the rest,

* Reforming in its entirety the decision of the Tribunal de Commerce de Lyon, 20 June 2006
in that it has rejected such claims of Mr Mark HESLEHURST and Society FRANÇAIS
CONSULTANTS and sentenced to pay the costs of proceedings as well as compensation under
the provisions of Article 700 of the New Code of Civil Procedure

Therefore, acting again

* DECLARE admissible and well founded voluntary intervention of Mr Mark

HESLEHURST.

* NOTE that Mr. Mark HESLEHURST FRANÇAIS CONSULTANTS Company and were
the subject of discriminatory practices under the provisions of Article L 422-6 of the Commercial
Code, the Company BIOMERIEUX.
 * ORDER accordingly BIOMERIEUX Company to pay Mr. Mark HESLEHURST:

* The sum of 477,238 euros as damages equal to lost profits suffered by Mr. Mark
HESLEHURST for years 2000, 2001 and 2002.

* € 30,000 as additional damages for pain and suffering.

* ORDER BIOMERIEUX Company also to pay the Company FRANÇAIS CONSULTANTS:

* The sum of 129,610 euros as damages for the injury suffered because of the shortfall for the
financial year 2003.

* ORDER BIOMERIEUX Company also to pay each the sum of € 8,000 on the basis of
Article 700 of the New Code of Civil Procedure.

* ORDER BIOMERIEUX all the costs of trial and appeal entertainment for the benefit of
CPA Junillon & WICKY, confessed on his claim of right.

SUBJECT

BILL SUMMARY
 PARTS SUPPLIED

Case: FRANÇAIS CONSULTANTS / BIOMERIEUX

BY: CABINET Ratheau, Corporation Counsel

represented by Mr Bernard UGHETTO lawyer, TOQUE N ° 666

In: CPC LAMY RIBEYRE (Master GENIN), lawyer Toque 656

1. Work Training Mr. Mark English HESLEHURST of September 7, 1999

2. Work Training Mr. Mark English HESLEHURST of September 14, 1999
3. Invoice No. 0057 Mr Mark HESLEHURST of June 28, 2000
4. Contract signed between the Company and Mr. Mark BIOMERIEUX HESLEHURST
December 14, 2000
5. Training Agreement for English telephone January 24, 2002
6. Registered mail with acknowledgment of receipt of the Company to the Company
BIOMERIEUX FRANÇAIS CONSULTANTS of May 31, 2001
7. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX July 16, 2001
8. Training agreement signed January 24, 2002 for English training
9. Training Agreement of 24 January 2002 for the Spanish team
10. Training Agreement of 24 January 2002 for the English training for the global customer
service
11. Training Agreement of 24 January 2002 for intensive English in France
12. Training agreement for the German January 30, 2001
13. Training Agreement of 30 May 2002 for intensive English in France
14. Training Agreement of 8 July 2002 to the present English
15. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX February 8, 2002
16. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX February 13, 2002
17. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX February 15, 2002
18. E-mail to Maryse BOUCLET FRANÇAIS CONSULTANTS Company's February 20, 2002

19. Mr. Mark HESLEHURST mail to the Company BIOMERIEUX of March 15, 2002
20. E-Mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET of April 8, 2002

21. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX May 7, 2002
22. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET 27 May 2002
(11 h 47)
23. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET 27 May 2002
(13 h 56)
24. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET 28 May 2002
(10 h 00)
25. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET 28 May 2002
(10 h 59)
 26. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET 28 May 2002
(12 h 18)
27. E-mail the Company FRANÇAIS CONSULTANTS Michel SENAC of bioMérieux, 28
May 2002 (16 h 05)
28. Mr. Mark HESLEHURST mail to the Company BIOMERIEUX of June 19, 2002
29. E-mail to Maryse BOUCLET FRANÇAIS CONSULTANTS Company's June 6, 2002
30. E-mail to the Company FRANÇAIS CONSULTANTS Maryse BOUCLET of June 7, 2002
31. E-mail Maryse BOUCLET of the Company to the Company BIOMERIEUX FRANÇAIS
CONSULTANTS of June 18, 2002
32. E-mail the Company at the Company FRANÇAIS CONSULTANTS BIOMERIEUX of
July 4, 2002
33. E-mail the Company at the Company BIOMERIEUX FRANÇAIS CONSULTANTS of
July 8, 2002
34. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX July 18, 2002
35. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX July 30, 2002
36. Mr. Mark HESLEHURST mail to the Company's BIOMERIEUX July 30, 2002 (2nd post)
37. Courier Corporation FRANÇAIS CONSULTANTS BIOMERIEUX to the Company's July
30, 2000 (3rd post)
38. Courier Company to the Company BIOMERIEUX FRANÇAIS CONSULTANTS 1 August
2002
39. Contract to provide training courses in English and Spanish signed on 1 January 2003
between the Company FRANÇAIS CONSULTANTS current constitution and the Company
BIOMERIEUX
40. Transfer agreement of joint activity December 13, 2002
41. Statutes FRANÇAIS CONSULTANTS SARL
42. E-mail to Mr. Mark HESLEHURST BIOMERIEUX Company's January 23, 2003
43. E-mail to Mr. Mark HESLEHURST BIOMERIEUX Company's January 27, 2003
44. Courier Master PERON BIOMERIEUX the Company's February 20, 2003
45. Courier Corporation BIOMERIEUX PERON to Master of February 28, 2003
46. Registered mail with acknowledgment of receipt of the Company to Mr Thierry
BIOMERIEUX PERON of February 28, 2003
47. Registered mail with acknowledgment of receipt of the Company to the Company
BIOMERIEUX FRANÇAIS CONSULTANTS of September 29, 2003
48. Courier Corporation FRANÇAIS CONSULTANTS BIOMERIEUX to the Company's
October 15, 2003
49. E-mail the Company at the Company BIOMERIEUX FRANÇAIS CONSULTANTS, 29
October 2003 and Schedules
50. Registered mail with acknowledgment of receipt of the Company to the Company
BIOMERIEUX FRANÇAIS CONSULTANTS of November 4, 2003
51. Courier Corporation BIOMERIEUX to Mr. Davis HOLMES CONSULTANTS
FRANÇAIS Society of November 5, 2003
52. Courier Corporation BIOMERIEUX to Mr Mark HESLEHURST of November 5, 2003
53. Certificate of SCI race cover of the June 28, 2004
54. E-mail the Company at the Company FRANÇAIS CONSULTANTS BIOMERIEUX of
January 29, 2003
55. E-mail the Company at the Company BIOMERIEUX FRANÇAIS CONSULTANTS of
November 20, 2002
56. Courier Company to the Company BIOMERIEUX FRANÇAIS CONSULTANTS of
November 28, 2003
57. Invoice No. 02-02-01 dated 28 February 2001 (being German Christian BALT)
58. Invoice No. 02-02-01 dated 28 February 2001 corrected for supplies
59. Attendance record during the German
60. Invoice No. 0073 in July 2000
61. Invoice No. 01-03-01 March 2001
62. Invoice No. 123-01-02 January 2002
63. Rate Linguarama LYON BIOMERIEUX 2002
64. Training Project Ilingua of April 9, 2002
65. Work training presentation in English and intensive training
66. 01-04-01 invoice of April 28, 2001
67. 01-04-01 invoice of April 28, 2001 adjusted for the German tariff
68. 148-02-02 invoice of February 28, 2002
69. 178-02-02 invoice of March 28, 2002
70. Invoice 237-05-02
71. 260-06-02 invoice of June 28, 2002
72. 330-09-02 invoice of 28 September 2002
73. Invoice program 1 January 2002
74. Bill 01-03-01 March 2001 program 2
75. 34-10-01 invoice program 3 October 2001
76. Bill 01-01 January 2001
77. Invoice 0073 July 2000
78. 207-04-02 invoice of April 28, 2002
79. 23-02-03 invoice of February 28, 2003
80. Courier Corporation FRANÇAIS CONSULTANTS BIOMERIEUX to the Company's June
5, 2002
81. Courier Corporation of CONSULTANTS FRANÇAIS June 10, 2002
82. Review of operations April 11, May 11, June 15 and July 11, 2001
83. Training evaluation forms, 16 December 2002 Catherine Gaudin, PERRATON Nadine
Gerard Baudino, Jean-Claude Raymond and Isabelle CARON
84. Certificate of Mr. David Holmes, 19 April 2004 and translation
85. Certificate of Mr. David Holmes of January 21, 2004 and translation
86. ROBERT Jacqueline Courier of December 18, 2003
87. Certificate of Madame Dominique HESLEHURST of April 2, 2004
88. Report of the Christian COPPENS July 25, 2000
89. Meeting Report September 18, 2002 the Company BIOMERIEUX
90. Rate BIOMERIEUX 2003 Linguarama LYON
91. Greeting Card Company's 2003 Mr. Mark BIOMERIEUX HESLEHURST
92. Card 2003, Mr. NOIZET to Mr Mark HESLEHURST
93. Letter from Mr David Holmes
94. Certificate of Nadine Bernier of February 4, 2003
95. Certificate of Mr. David Holmes of April 28, 2004
96. Group training program in English and Spanish N3
97. Certificate from Dr Ben Abdallah Fathi of February 17, 2003
98. Fiducial of EXPERTISE certificate January 23, 2004
99. List of teachers of the Company FRANÇAIS CONSULTANTS
100. Evaluation of financial loss made by the Company FIDUCIAL of June 29, 2004
101. ETUDLOC invoice to Mr HESLEHURST of February 23, 1999
 102. Income Statement HESLEHURST MARK extract of fiscal 1999 and 1998
103. Certificate of Mr Blair's November 24, 2004 SHEPARD
104. CCI loan taken out by Mr. HESLEHURST January 7, 2000
105. Loan underwritten by BNP Paribas Mr. HESLEHURST June 26, 2000
106. Registered mail with return receipt to Mr. HESLEHURST BIOMERIEUX of March 20,
2003
107. Email to BIOMERIEUX FRANÇAIS CONSULTANTS of December 20, 2002
108. Courier FRANÇAIS CONSULTANTS to BIOMERIEUX sent in January 2003
109. Email to BIOMERIEUX FRANÇAIS CONSULTANTS of January 13, 2003
110. Certificate Insurer VUILLARD Paul Cabinet of 10 November 2004
111. Mr. Karim BOUAFID attestation of November 9, 2004
112. Certificate of CEFAM of November 18, 2004
113. Certificate of CEFAM 19 November 2004 in English and French
114. Income statement and balance sheet for fiscal 2001 to Mr. MARK HESLEHURST
115. Balance sheet at 31 December 2002 Mr HESLEHURST MARK
116. Certificate of Sir Mick, 16.11.2004 SATTERTHWAITE in English and free translation
117. Certificate of Madame Dominique HESLEHURST of October 3, 2004
118. Certificate of Jacqueline Roberts of December 18, 2003
119. Certificate of Mr. David Holmes of April 19, 2004
120. Listing of company employees FRANÇAIS CONSULTANTS 2002/2003 with distribution
by the French regime or Applied English
121. Medical certificate from Mr Mark HESLEHURST December 1, 2004
122. Medical certificate for an extension of Mr. Mark HESLEHURST of December 7, 2004
123. File tax year ended December 31, 1999 by Mr. Mark HESLEHURST
124. Balance sheet assets of Mr Mark HESLEHURST liabilities at 31 December 2001
125. Accounting documents, tax and management of the LLC FRANÇAIS CONSULTANT at
December 31, 2003
126. Certificate of Mr. David Holmes of November 15, 2006
127. Certificate of Madame HESLEHURST 2 September 2006
128. Dismissal letter sent by the Company to Mrs. Florence GIRARD BIOMERIEUX April 19,
2002
129. Satisfaction reports of April 2002
130. Satisfaction reports of May 2003

__________________________________________________________________

SLIP in duplicate, one to be returned signed.

Lyon, Thursday, June 7, 2007