EXHIBIT 10.13
                                 -------------



 DATED                                                        31st December 1997
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                          PONTSARN INVESTMENTS LIMITED

                                     - to -

                          MATTHEW CLARK BRANDS LIMITED

                                     - and -

                                MATTHEW CLARK PC



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

                                   UNDERLEASE
                                     - of -
                               Premises situate at
                     Plot 2000 Severnside Distribution Park
                            Western Approach, Bristol

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

                  Term commences:              25th December 1997
                  Term of years:               25 years
                  Term expires:                24th December 2022
                  Annual rent:                 [poundsymbol]1,550,000
                  (Subject to increase)


                                Nabarro Nathanson
                               50 Stratton Street
                                 London W1X 6NX

                               Tel: 0171 493 9933





<PAGE>


                                   PARTICULARS


1.       DATE                                     Thirty First December 1997

2.       LANDLORD AND TENANT                      NEW LEASE
         COVENANTS) ACT 1995

3.       LANDLORD                                 PONTSARN INVESTMENTS LIMITED
                                                  whose registered office is at
                                                  Knighton House, 56 Mortimer
                                                  Street, London W1N 8BD.

4.       TENANT                                   MATTHEW CLARK BRANDS LIMITED
                                                  whose registered office is at
                                                  Whitchurch Lane, Bristol BS14
                                                  OJZ Company Registration
                                                  Number 137407.

5.       SURETY                                   MATTHEW CLARK PLC whose
                                                  registered office is at
                                                  Whitchurch Lane aforesaid
                                                  Company Registration
                                                  Number 163952.

6.       THE DEMISED PREMISES                     The Premises known as Plot
                                                  2000 Western Approach
                                                  Distribution Centre, Bristol
                                                  more particularly described in
                                                  Part I of the First Schedule
                                                  hereto.

7.       DATE OF COMMENCEMENT                     25th December 1997.
         OF TERM

8.       LENGTH OF TERM                           25 years.

9.       INITIAL RENT                             ONE MINION FIVE HUNDRED AND
                                                  FIFTY THOUSAND POUNDS
                                                  [pound symbol] 1,550,000
                                                  per annum.

10.      RENT COMMENCEMENT DATE                   The date six months after the
                                                  date hereof.

11.      RENT REVIEW DATE(S)                      Every fifth anniversary of the
                                                  Date of Commencement of Term.

12.      SPECIFIED USER                           Use as a distribution centre
                                                  and/or for storage or any
                                                  other purpose within Class B8
                                                  of Part B of the Schedule to
                                                  the Town & Country Planning
                                                  (Use Classes) Order 1987
                                                  (hereinafter called "Class
                                                  B8") including (as ancillary
                                                  thereto) the right to use
                                                  areas of the Demised Premises
                                                  which are not built upon


<PAGE>

                                                  for storage purposes; and/or
                                                  (but only after 6 May 2007 or
                                                  such later date as and when
                                                  the transfer of the freehold
                                                  to the Landlord has occurred
                                                  and as is provided for by such
                                                  transfer) for any use or
                                                  purpose specified in Class B2
                                                  of Part B of the Schedule to
                                                  the Town & Country Planning
                                                  (Use Classes) Order 1987
                                                  (meaning - in both the
                                                  aforementioned cases - only
                                                  the said Order and not any
                                                  modification or re-enactment
                                                  thereof).

13.      BREAK DATE                               25th December 2017.




                                      -3-
<PAGE>


                                    CONTENTS

                                                                            Page

2.       DEMISE ...............................................................5

3.       TENANT'S COVENANTS ...................................................6

   To pay rents................................................................6
   To pay outgoings............................................................6
   To repair...................................................................7
   Decoration..................................................................7
   Maintaining plant and fittings..............................................7
   Not to overcrowd............................................................8
   Comply with Statutory Requirements..........................................8
   To comply with the Planning Acts............................................9
   To permit the Landlord to enter............................................10
   Not to obstruct............................................................11
   Not to make alterations....................................................11
   Not to erect signs.........................................................14
   Not to allow acquisition of easements......................................14
   General obligations regarding insurance....................................14
   Restrictions on user.......................................................15
   User     ..................................................................16
   Alienation.................................................................16
   Registration of Assignments etc............................................20
   To permit display of notices for disposal..................................20
   To inform the Landlord of notices and claims...............................20
   Defective Premises Act 1972................................................20
   Drainage ..................................................................20
   Electrical installations...................................................20
   To permit building on adjoining land.......................................21
   Electronic equipment.......................................................21
   Indemnity..................................................................21
   To yield up................................................................21
   Interest on arrears........................................................22
   To pay Landlord's Expenses.................................................22
   VAT      ..................................................................22
   Notices ...................................................................23
   Guarantor..................................................................23
   Superior Interests.........................................................24
   Continuation of Lease......................................................24
   Covenants in Freehold Title................................................24


                                      -i-
<PAGE>


4.       LANDLORD'S COVENANTS................................................ 25

   Quiet Enjoyment............................................................25
   To insure..................................................................25
   Superior Lease Rents.......................................................26
   Services ..................................................................26
   Highway Adoption...........................................................26
   The Option Deed............................................................27

5.       PROVISO..............................................................27

   Proviso for re-entry.......................................................27
   Proviso for cesser of rent.................................................28
   Exclusion of Landlord's Liability..........................................28
   Rights Easements etc.......................................................28
   Service of notices.........................................................29
   No warranty as to planning.................................................29
   Tenant's goods left in Demised Premises....................................29
   Statutory Compensation.....................................................29
   Disputes between Landlord and Tenant.......................................29
   Tenant's Option to Determine...............................................30
   Failure to Repair Obligations..............................................30
   Landlord and Tenant (Covenants) Act 1995...................................30
   Headlease..................................................................30
   Interpretation.............................................................31
   Headings ..................................................................31

6.       SURETY COVENANT......................................................31

THE FIRST SCHEDULE
         PART I...............................................................32
         PART II..............................................................32
         PART III.............................................................34

THE SECOND SCHEDULE  Rent Review .............................................36

THE THIRD SCHEDULE   Form of Surety Covenant..................................41

THE FIFTH SCHEDULE   (Tenant's Works disregarded on review) ..................46

                                      -ii-

<PAGE>



THIS LEASE is made on the date stated in the Particulars.

BETWEEN the Landlord specified in the Particulars (hereinafter called the
"LANDLORD") of the first part and the Tenant specified in the Particulars
(hereinafter called the "TENANT") of the second part and the Surety specified in
the Particulars (hereinafter called the "SURETY") of the third part.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1.1      In this Deed the following expressions shall have where the context so
         admits the following meanings respectively:

         "ADJOINING PREMISES"

                  means the parts of the Estate excluding the Demised Premises

         "CODE"

                  means the Code of Measurement Practice (current edition as at
                  the date reference requires to be made to it) produced jointly
                  by the Royal Institution of Chartered Surveyors and the
                  Institute of Valuers and Auctioneers (or if replaced, any
                  successor document)

         "CONDUIT"

                  means any  conducting  medium or other thing by means of which
                  any facility  service or substance may pass

         "CONNECTION"

                  means the surface water drain or drains constructed or to be
                  constructed from the Demised Premises as shown for the purpose
                  of identification only coloured blue on Plan Number 1 into the
                  rhine lying on the Adjoining Premises to the north west of the
                  Demised Premises (such surface water drain or drains being
                  located directly opposite the existing outfalls into such
                  rhine on the Adjoining Premises to the north west of the
                  Demised Premises)

         "ESTATE"

                  means Severnside Distribution Park Bristol Avon shown for
                  identification only edged blue on Plan Number 2 together with
                  any additions or alterations or extensions thereof

         "HEADLEASE"

                  means the Lease dated 6th May 1997 made between Imperial
                  Chemical Industries PLC and the Tenant the term of which is
                  (as at the date hereof) vested in the Landlord



<PAGE>
                                      -2-


         "HEALTH AND SAFETY LAW"

                  means any Act, approved Code of Practice issued by the Health
                  and Safety Commission and any directive regulation or other
                  law of the European Union concerning:

                  (a)      the health, safety and welfare of the Tenant's
                           employees,

                  (b)      the health, safety and welfare of persons other than
                           the Tenant's employees who are exposed to risks to
                           their health and safety, arising out of or in
                           connection with the Tenant's undertaking at the
                           Demised Premises,

                  (c)      the control, keeping use and transport of explosive,
                           highly flammable or dangerous substances or
                           substances hazardous to human health

         "MANAGEMENT DEED"

                  means the Deed of Covenant dated 6th May 1997 between
                  Severnside Distribution Park (Bristol) Management Ltd (the
                  "Management Company") (1) and Imperial Chemical Industries PLC
                  (2) and/or any supplemental deed entered into by the Landlord
                  having reference to the same subject matter (and not being a
                  deed which directly or indirectly varies in a manner adverse
                  to the Tenant the rights and obligations passed to the Tenant
                  by this Lease) and any renewal of the Deed of Covenant entered
                  into between the Management Company and the Landlord on the
                  Landlord acquiring the freehold to the Demised Premises.

         "OPTION DEED"

                  means the Option Deed dated 6th May 1997 made between Imperial
                  Chemical Industries PLC (1) and the Tenant (2) (including any
                  supplemental document thereto created for the purpose of
                  making the terms thereof binding upon the Landlord)

         "PARTICULARS"

                  means the details and descriptions appearing in the pages
                  which precede the Contents pages of this Lease and comprising
                  part of this Deed

         "PERMITTED PART"

                  means a self contained part of the Demised Premises (which if
                  separated from the balance of the Demised Premises - excluding
                  any other areas already comprising Permitted Parts - would
                  leave such balance as a self contained premises) comprising
                  not less than 75,000 square feet gross internal area measured
                  in accordance with the Code


<PAGE>
                                      -3-

         "PLANS"

                  means the plans annexed hereto and "Plan No. 1" and "Plan No.
                  2" shall be construed accordingly

         "PLANT"

                  means all (if any) lifts boilers central heating refrigeration
                  air conditioning and ventilation plant apparatus
                  communications special installations hot and cold water and
                  drinking water installations and boosting pumps sprinkler
                  systems and other fire prevention and fire fighting equipment
                  fire smoke and security alarms cameras and systems smoke
                  extraction systems lighting and lightning protection
                  installations standby generators automatic controls and any
                  other electrical and mechanical equipment now or hereafter in
                  or serving the Demised Premises

         "RENT"

                  means the Initial Rent or such other Rent as may become
                  reserved or payable in accordance with the provisions of the
                  Second Schedule hereto

         "RENTS"

                  means the aggregate of the rent first reserved and all other
                  sums whatsoever as become payable by the Tenant to the
                  Landlord under the provisions of this Lease

         "SERVICE CHARGE"

                  means the payments due from the Landlord by way of Service
                  Rent (as defined in and payable under the Headlease) while the
                  Headlease remains in force and thereafter the payments due
                  pursuant to the Management Deed (or any variation or
                  replacement thereof so far as it deals with the same matters
                  or with provision of services for the benefit of the Demised
                  Premises)

         "SERVICES"

                  means the Services to be provided by the Management Company
                  pursuant to the Management Deed

         "SERVICE CORRIDOR"

                  means the strip of land forming part of the Estate adjacent to
                  the carriageway on the Estate road shown for the purposes of
                  identification only coloured green on plan no. 2 which is
                  comprised within the land to be adopted pursuant to the
                  agreement dated 18 March 1996 made between Avon County Council
                  (1) and Imperial Chemical Industries Plc (2) under (inter
                  alia) Section 38 of the Highways Act 1980


<PAGE>
                                      -4-

         "SUPERIOR LANDLORD"

                  means the person in whom the  reversionary  interest  in the
                  Headlease  is vested  (from time to time)

         "SUPPLEMENTAL DOCUMENT"

                  means any deed agreement licence memorandum letter or other
                  document which in any way varies this Lease or which is or
                  become supplemental to this Lease whether or not expressed to
                  be so

         "TERM"

                  means the term described in the Particulars which where
                  applicable shall include the period of any holding over or any
                  extension or continuance thereof whether by statute or at
                  common law

         "TERMINATION DATE"

                  means the date of expiration or sooner determination of the
                  Term

         "VAT"

                  means Value Added Tax or any similar tax from time to time
                  replacing it or  performing a similar fiscal function

         "VAT ACT"

                  means references to the VAT Act include the Value Added Tax
                  Act 1994 any other statutes concerned with VAT as amended from
                  time to time any Act from time to time replacing re-enacting
                  or consolidating the same any regulations made pursuant to the
                  same and any directives and regulations adopted by the Council
                  of the European Communities which relate to VAT

         "VAT ELECTION"

                  means an election made by any person under paragraph 2 of
                  Schedule 10 to the VAT Act which has the effect of a waiver of
                  exemption on any VAT Supply made by the Landlord or by the
                  representative member of any VAT Group of which the Landlord
                  is a member in relation to the Demised Premises

         "VAT GROUP"

                  means a group of companies within the meaning of Section 43 of
                  the VAT Act

         "VAT SUPPLY"

                  the meaning which "supply" has for the purpose of the VAT Act
                  and any reference to a VAT Supply by or to any person shall
                  include a reference to a


<PAGE>
                                      -5-

                  supply by or to the representative member of any VAT Group of
                  which the person is a member


1.2      INCLUSION OF PARTICULARS

         In this Lease the details and descriptions appearing in the Particulars
         shall be included in the Lease and form part of the Deed and shall in
         this Lease where the context so admits have the meanings ascribed
         hereto in the Particulars

2.       DEMISE

2.1      In consideration of the rents covenants and conditions hereinafter
         reserved and contained, the Landlord HEREBY DEMISES unto the Tenant ALL
         THOSE the Demised Premises EXCEPT AND RESERVED unto the Landlord and
         any other persons entitled thereto the rights set out in Part II of the
         First Schedule hereto and TOGETHER WITH the rights set out in Part III
         of the First Schedule

2.2      TO HOLD the Demised Premises unto the Tenant for the Length of Term
         commencing on the Date of Commencement of Term

2.3      SUBJECT TO all rights easements privileges restrictions and
         stipulations of whatever nature appertaining to or affecting the
         Demised Premises

2.4      YIELDING AND PAYING therefor unto the Landlord yearly during the Term
         and so in proportion for any less time than a year:

2.4.1    FIRST during the Term commencing from and including the Rent
         Commencement Date:

         (a)      the Initial Rent or (if higher)

         (b)      such other rent or rents as become payable under and by virtue
                  of the provisions of the Second Schedule hereto

         to be paid clear of all deductions by equal quarterly payments in
         advance on the usual quarter days in every year (by banker's order if
         the Landlord so requires) the first payment to be for the period
         commencing on the Rent Commencement Date to the day immediately
         preceding the next usual quarter day next following such date and to be
         made on the Rent Commencement Date

2.4.2    SECONDLY by way of further and additional rent the whole of the yearly
         sum which the Landlord shall from time to time pay by way of premium or
         premiums for keeping the Demised Premises and all fixtures therein
         (excluding (unless the Landlord elects otherwise) any tenant's or trade
         fixtures or alterations) insured in the full reinstatement value
         thereof including (without limitation) allowance for inflation in
         building costs demolition and site clearance expenses for temporary
         support and protection of any building cost of compliance with local
         authority requirements Architects' fees and Quantity Surveyors' fees
         and other incidental expenses and (if the Landlord in its reasonable
         discretion from time to time sees fit) VAT on all matters hereinbefore
         referred


<PAGE>
                                      -6-

         to whether or not the Landlord has made a VAT Election against loss or
         damage by fire storm tempest lightning explosion or aircraft (not being
         hostile aircraft) and things dropped therefrom and against such other
         Insurable Risk or risks as the Landlord may from time to time deem
         prudent (all such risks being hereinafter called the "INSURED RISKS")
         and the premium or premiums which the Landlord shall from time to time
         pay for insuring loss of the Rent payable under this Lease (having
         regard to any review of the Rent which may become due under this Lease)
         for three years such further rent in each case to be payable from the
         date hereof and to be paid in each year on demand

2.4.3    THIRDLY with effect from the Date of Commencement of Term as additional
         yearly rent the Service Charge payable in accordance with Schedule 4

2.4.4    FOURTHLY by way of further and additional rent (but without prejudice
         to any other right remedy or power herein contained or otherwise
         available to the Landlord) all such sum or sums as may become payable
         by the Tenant to the Landlord under the provisions of this Lease
         (including interest and VAT) such sum or sums to be paid on the
         relevant dates provided for in this Lease or (if not so provided for)
         upon demand

2.4.5    FIFTHLY as additional rent interest (calculated in accordance with
         clause 3.29 below) payable on demand on any sum of whatsoever nature
         due from the Tenant to the Landlord (whether as rent or otherwise)
         which shall not be received by the Landlord within fourteen days of the
         date the sum is due

3.       TENANT'S COVENANTS

3.1      TO PAY RENTS

         To pay the respective rents hereby reserved on the days and in the
         manner aforesaid clear of any legal or equitable set-off or any other
         deductions whatsoever

3.2      TO PAY OUTGOINGS

3.2.1    To pay all existing and future rates taxes charges assessments
         outgoings and impositions whether parliamentary parochial or otherwise
         assessed charged or imposed upon or in respect of the Demised Premises
         or upon the owner or occupier in respect thereof

3.2.2    To pay and indemnify the Landlord against all rates taxes duties
         charges assessments impositions and outgoings which are or become
         payable by the Landlord as a result of the Demised Premises being
         vacant at a date prior to the Termination Date and the Tenant's
         obligations under this sub-clause shall remain in force following the
         Termination Date

3.2.3    To pay or in the absence of direct assessment on the Demised Premises
         to repay to the Landlord the proportion properly attributable to the
         Demised Premises (such proportion to be determined by the Landlord's
         surveyor whose decision shall be conclusive) on demand all charges in
         respect of gas electricity steam soil water telephone electrical
         impulses and other services supplied to or consumed in the Demised
         Premises


<PAGE>
                                      -7-

3.3      TO REPAIR

3.3.1    To repair and keep in good and substantial repair and condition and to
         maintain and decorate the Demised Premises and all additions thereto
         (damage by any of the Insured Risks excepted save to the extent that
         the policy or policies of insurance shall have been vitiated or payment
         of any of the policy moneys withheld or refused in whole or in part by
         reason of any act neglect or default of the Tenant or any underlessee
         or any of their respective servants agents licensees or invitees) and
         in particular but without prejudice to the generality of the foregoing
         to clean all open or landscaped areas and to keep the Demised
Premises
         in a clean and tidy condition

3.3.2    To pay on written demand to the Landlord or to whomsoever it may direct
         a fair proportion (to be reasonably assessed by the Landlord's
         surveyor) of the costs of repairing, maintaining and replacing all
         party walls fences and gutters and other party structures and all
         sewers drains pipes wires and cables which serve the Demised Premises
         in common with other Premises

3.3.3    Where the Tenant shall fail to leave the Demised Premises in the
         condition referred to in this Clause 3.3 on the Termination Date the
         Landlord may do or effect all such repairs maintenance and decoration
         for which the Tenant shall be liable hereunder and the proper costs
         thereof shall be paid by the Tenant to the Landlord on demand and the
         Tenant will also pay to the Landlord mesne profits at the rate of the
         Open Market Rent on the day immediately after the Termination Date (and
         which shall be ascertained in accordance with the provisions of the
         Second Schedule hereto) during the period reasonably required for the
         carrying out of such works and the amount of such mesne profits shall
         be added to the cost of carrying out such works as aforesaid and shall
         also be paid on demand

3.3.4    To keep any part of the Demised Premises which may not be built upon
         adequately surfaced in good condition swept clean and all landscaped
         areas properly cultivated and free from weeds and to ensure all grassed
         areas are mown as and when necessary so that the same shall have a neat
         and tidy appearance at all times.

3.4      DECORATION

3.4.1    During the fifth year every fifth year thereafter and in the last year
         of the Term (howsoever determined) to paint in a proper and workmanlike
         manner with two coats at least of best quality paint all parts usually
         painted of the Demised Premises and all additions thereto and after
         each internal painting to redecorate with high quality materials all
         such parts of the interior of the Demised Premises as have been
         previously so dealt with and so often as in the reasonable opinion of
         the Landlord may be necessary and in any event during the last six
         months of the Term (howsoever determined) to clean all external
         surfaces of the Demised Premises and to repoint any brickwork

3.5      MAINTAINING PLANT AND FITTINGS

         To keep the Landlord's Plant machinery fixtures and fittings now or at
         any time during the Term in or upon any part of the Demised Premises in
         good working order repair and condition and from time to time (when
         beyond repair or when reasonable so to do) to


<PAGE>
                                      -8-

         replace the same or any of them by suitable articles or equipment of
         similar and modern kind and equal value to the reasonable satisfaction
         of the Landlord and (without limitation) immediately prior to the
         Termination Date if reasonably necessary to renew all carpets and
         suspended ceilings in any offices areas within the Demised Premises

3.6      NOT TO OVERCROWD

         Without prejudice to any other provisions of this Lease not to permit
         to be working in the Demised Premises at any time such a number of
         persons that the requirements as to sanitary conveniences and washing
         facilities contained in or imposed under the Offices Shops and Railway
         Premises Act 1963 or any Act amending or replacing that Act will not be
         complied with and at all times to comply with the provisions of or made
         under the said Act or other Acts in respect of such conveniences and
         facilities

3.7      COMPLY WITH STATUTORY REQUIREMENTS

3.7.1    In this Clause the following expression bears the following meaning
         namely "ACT OF PARLIAMENT" means every Act of Parliament that may be
         relevant to the Demised Premises its use or anything or any person
         thereon at any time including (without limitation) every Act of
         Parliament whether in force at the date hereof or not any subsequent
         statutory re-enactment or modification of any Act of Parliament and any
         order regulation directive (including European Union directives and
         regulations) bye-law rule consent or licence made or granted under any
         Act of Parliament or by any European Union legislative body or any
         other Public or Local Authority (acting in its official capacity) or by
         any Court of competent jurisdiction and any reference to a specific Act
         of Parliament shall be construed accordingly

3.7.2    At all times during the Term:

         (a)      to observe and comply in all respects with the provisions and
                  requirements of every Act of Parliament so far as they relate
                  to or affect the Demised Premises or any additions or
                  improvements thereto or the user thereof for the purposes of
                  any manufacture process trade or business or the employment
                  therein of any person or persons or any fixtures machinery
                  plant or chattels for the time being thereon or used for the
                  purposes thereof and

         (b)      to execute all works and provide and maintain all arrangements
                  which by or under any Act of Parliament are or may be directed
                  or required to be executed and maintained at any time during
                  the Term upon or in respect of the Demised Premises or any
                  additions or improvements thereto or in respect of any user
                  thereof or employment therein of any person or persons or
                  fixtures, machinery plant or chattels as aforesaid whether by
                  the landlord or tenant thereof

         (c)      to indemnify the Landlord against all costs charges and
                  expenses of or incidental to the execution of any works or the
                  provision or maintenance of any arrangements so directed or
                  required as aforesaid and not at any time during the Term to
                  do omit or suffer to be done or omitted on or about the
                  Demised Premises


<PAGE>
                                      -9-

                  any act or thing by reason of which the Landlord may become
                  liable to pay any penalty damages compensation costs charges
                  or expenses

3.7.3    Without limitation to the preceding provisions of this Clause 3.7 at
         all times during the Term complying with the Health and Safety Law and
         in particular:

         (a)      with any requirements relating to the use or occupation of the
                  Demised Premises

         (b)      to prepare (when and to the extent required by the Health and
                  Safety Law) a formal assessment of the risks to the health and
                  safety of the Tenant's employees, and of persons other than
                  the Tenant's employees, arising out of or in connection with
                  the Tenant's undertaking at the Demised Premises; and

         (c)      to provide to the Landlord on written request:

                  (i)      a copy of its current health and safety policy
                           statement; and

                  (ii)     full details of any accidents or events reportable
                           under Health and Safety Law together with copies of
                           any notices served by any regulatory body on the
                           Tenant or other occupier of the Demised Premises
                           under Health and Safety Law and copies of any
                           associated correspondence

3.8      TO COMPLY WITH THE PLANNING ACTS

3.8.1    In this Clause the following expressions bear the following meanings
         namely: the "PLANNING ACTS" means the Town and Country Planning Act
         1990 the Planning (Listed Building and Conservation Areas) Act 1990 the
         Planning (Hazardous Substances) Act 1990 the Planning (Consequential
         Provisions) Act 1990 the Planning and Compensation Act 1991 and all
         supplemental planning legislation and the Public Health Acts 1936 to
         1961 or any statutory modification or re-enactment thereof for the time
         being in force and any regulations or orders made thereunder "PLANNING
         PERMISSION" means any permission consent or approval given or deemed to
         be given under the Planning Acts and "DEVELOPMENT" bears the same
         meaning as in the Planning Acts

3.8.2    To comply in all respects with the provisions and requirements of the
         Planning Acts and of all Planning Permissions so far as the same relate
         to or affect the Demised Premises or any operations works acts or
         things already or hereafter to be carried out executed done or omitted
         thereon or the use thereof for any purpose

3.8.3    During the Term so often as occasion shall require at the expense in
         all respects of the Tenant to obtain all such Planning Permissions and
         serve all such notices as may be required for the carrying out of any
         operations on the Demised Premises or the institution or continuance
         thereon of any use thereof which may constitute Development but so that
         no application for planning permission shall be made without the
         previous written consent of the Landlord (which consent in relation to
         any application that cannot result - whether immediately or at a later
         date - in the loss of the entitlement to continue to use the Demised
         Premises for Class B8 is not to be unreasonably withheld)


<PAGE>
                                      -10-

3.8.4    Subject only to any statutory direction to the contrary to pay and
         satisfy any charge or levy that may now or hereafter be imposed under
         the Planning Acts in respect of the institution or continuance of any
         such use as aforesaid

3.8.5    Notwithstanding any consent which may be granted by the Landlord under
         this Lease not to carry out or make any alteration or addition to the
         Demised Premises or any change of use thereof (being an alteration or
         addition or change of use which is prohibited by or for which the
         Landlord's consent is required to be obtained under this Lease and for
         which a Planning Permission needs to be obtained) before all necessary
         notices under the Planning Acts have been served or before all such
         notices and all such necessary Planning Permissions have been produced
         to the Landlord and approved by it in writing BUT so that the Landlord
         may refuse such approval on the grounds that anything contained therein
         or omitted therefrom or (as regards Planning Permission) the period
         thereof in the reasonable opinion of the Landlord or its surveyor would
         be or be likely to be prejudicial to it or to its interest in the
         Demised Premises or could result in the loss of the entitlement to
         continue to use the Demised Premises for Class B8 whether during the
         Term or following the Termination Date PROVIDED THAT subject to the
         aforementioned protection for the Landlord the said approval of the
         Landlord shall not be unreasonably withheld

3.8.6    Unless the Landlord shall otherwise direct to carry out and complete
         before the Termination Date:

         (a)      any works stipulated to be carried out to the Demised Premises
                  by a date subsequent to the Termination Date as a condition of
                  any Planning Permission granted before the Termination Date
                  and

         (b)      any Development begun upon the Demised Premises in respect of
                  which the Landlord shall or may be or become liable for any
                  charge or levy under the Planning Acts

3.8.7    If and when called upon so to do to produce to the Landlord or its
         surveyor all such plans documents and other evidence as the Landlord
         may reasonably require in order to satisfy itself that the provisions
         of these covenants have been complied with in all respects

3.9      TO PERMIT THE LANDLORD TO ENTER

         To permit the Landlord with or without its agents surveyors workmen and
         others at reasonable times after at least twenty four hours' notice
         (except in case of emergency):

3.9.1    to enter and view the condition of the Demised Premises and to give the
         Tenant or leave on the Demised Premises notice in writing of any
         defects decays or wants of reparation to the Demised Premises or other
         works or acts for which the Tenant shall be liable hereunder AND if the
         Tenant shall not within fourteen days (or such longer period not
         exceeding three months as is reasonable in the circumstances) after
         such notice (or immediately in case of emergency) commence and proceed
         diligently to comply with such notice it shall be lawful for the
         Landlord and its contractors agents and workmen (but without prejudice
         to the rights of re-entry hereinafter referred to) to enter the


<PAGE>
                                      -11-

         Demised Premises and do such works and do such acts as may be necessary
         to comply with the said notice and the proper cost thereof shall be a
         debt due from the Tenant to the Landlord and shall be forthwith
         recoverable by action or by distress as rent in arrear

3.9.2    to enter the Demised Premises for the purpose of taking schedules or
         inventories of the fixtures and things in the Demised Premises to be
         yielded up at the Termination Date

3.10     NOT TO OBSTRUCT

         Not to:

3.10.1   place or suspend any excessive or undue weight on or front the floors
         ceilings or walls of the Demised Premises

3.10.2   allow empty containers (other than trade empties or pallets which are
         stored tidily) or rubbish of any description to accumulate upon the
         Demised Premises or any pavement or area and generally to keep the
         Demised Premises all open or landscaped areas in a clean and tidy
         condition free from deposits of materials oil waste or other
         deleterious matter

3.10.3   bring or keep upon the Demised Premises anything which is or may become
         untidy unclean unsightly or in any way detrimental to the amenity of
         the Demised Premises or the neighbourhood and forthwith to comply with
         the requirements of any written notice to restore the amenity as
         aforesaid and in the event of the Tenant failing to comply with such
         notice the Landlord shall be entitled to enter upon the Demised
         Premises and carry out any works necessary to comply therewith and to
         recover the cost thereof from the Tenant upon demand but this covenant
         shall be subject to the right of the Tenant to store tidily trade
         empties and pallets both inside and outside the buildings on the
         Demised Premises

3.10.4   stop up darken or obstruct any windows or lights openings in or
         belonging to the Demised Premises

3.11     NOT TO MAKE ALTERATIONS

3.11.1   Not to erect any new building or new structure of any kind upon the
         Demised Premises or any part thereof of a nature not permitted under
         the Headlease

3.11.2   Not to erect any new building or carry out any alteration which would
         prejudice either the structural integrity of any building on the
         Demised Premises or the value of the Landlord's interest in the Demised
         Premises subject to and with the benefit of this Lease

3.11.3   Subject to sub-clauses 3.11.1, 3.11.2 and 3.11.4 of this clause not
         without the prior written consent of the Landlord (which shall not be
         unreasonably withheld) at any time during the Term to:

         (a)      make any external or internal alteration or addition to the
                  Demised Premises or cut maim or remove any of the walls beams
                  columns or other parts of the Demised Premises


<PAGE>
                                      -12-

         (b)      erect or affix any machinery (other than usual machinery
                  appropriate for a distribution warehouse or storage premises)
                  upon or to the Demised Premises

         (c)      make any external projections from the Demised Premises

         (d)      make any change to the existing design or appearance or the
                  external decorative scheme of the Demised Premises

         (e)      alter the electrical wiring and installations in the Demised
                  Premises other than in accordance with the Regulations of the
                  Institution of Electrical Engineers and without the prior
                  written consent of the Landlord (such consent not to be
                  unreasonably withheld)

         (f)      remove any of the Plant

3.11.4   The Tenant shall not require the Landlord's consent for internal
         non-structural alterations to the Demised Premises and related
         alterations to electrical wiring and other utilities but shall not make
         such alterations without producing to the Landlord before commencing
         the same detailed plans and specifications of the relevant works and an
         unconditional undertaking to remove the same and reinstate the Demised
         Premises prior to the Termination Date

3.11.5   Without prejudice to Clause 3.28 hereof the Tenant shall on or before
         the Termination Date:

         (a)      unless the Landlord directs the Tenant in writing to the
                  contrary remove any alterations or improvements permitted
                  under this Lease including any signs or signboards displayed
                  by the Tenant and reinstate the Demised Premises to their
                  original state and condition and

         (b)      if requested in writing by the Landlord remove all (if any)
                  internal partitioning in the Demised Premises (whether or not
                  they comprise Landlord's fixtures or fittings) which has been
                  installed by the Tenant during the Term

         (c)      making good any damage thereby caused to the reasonable
                  satisfaction of the Landlord

3.11.6   If the Tenant makes any alterations or additions to the Premises in
         breach of this Clause 3.11 then in addition to any other remedies and
         powers available to the Landlord (and without prejudice to them) the
         Landlord may remove and reinstate such additions or alterations and the
         reasonable and proper cost of carrying out such work will be repaid to
         the Landlord by the Tenant on demand.

3.11.7   In relation to any works to the Demised Premises the responsibility of
         or which are undertaken by the Tenant or any other person pursuant to
         or in accordance with any provision of this Lease and to which the
         Construction (Design and Management) Regulations 1994 (the
         "REGULATIONS") apply (the "WORKS")


<PAGE>
                                      -13-

         (a)      to procure that the Regulations are complied with; and

         (b)      to procure that the Tenant (or as the case may be any
                  Permitted Underlessee) shall act as sole "client" for the
                  purposes of the Regulations and that a declaration to that
                  effect will be made by the Tenant under Regulation 4 of the
                  Regulations (with a copy sent at the same time to the
                  Landlord); and

         (c)      promptly to provide to the Landlord a full and complete copy
                  of the health and safety file for the Works prepared in
                  accordance with the Regulations and any Code of Practice or
                  other guidance issued by any competent authority and (no later
                  than the Termination Date) the original health and safety file
                  itself; and

         (d)      to procure that there shall be granted to the Landlord a
                  royalty free and irrevocable licence to use and copy any
                  design as built and maintenance and operational information
                  and documentation and other information comprised in the
                  health and safety file for any purpose connected with the
                  Demised Premises and on the basis that such licence shall
                  include the right to grant sub-licences to and shall be
                  assignable to third parties without consent

         (e)      the Tenant shall not allow any material which is deleterious,
                  polluting or dangerous (to persons or property) to enter from
                  the Demised Premises into the subsoil or to any adjoining or
                  nearby property and shall not do anything on the Demised
                  Premises or cause to be present on the Demised Premises any
                  matter or thing which may cause loss to the Landlord by reason
                  of any Environmental Law Provided Always that the Tenant shall
                  have no liability in respect of any Dangerous Substance which
                  existed at the Demised Premises prior to the date upon which
                  the Tenant commenced its building operations for the original
                  erection of the buildings at the Demised Premises

         (f)      subject to the proviso to the preceding sub-clause the Tenant
                  shall ensure that all Environmental Laws relating to the
                  carrying out of any operations on the Demised Premises or the
                  use thereof or the existence of the Demised Premises shall be
                  complied with at all times

         (g)      In this clause:

                  (i)      "Dangerous Substances" means any substance (whether
                           in the form of a solid, liquid, gas or vapour) the
                           generation, keeping, transportation, storage, use or
                           disposal of which gives rise to a risk of causing
                           harm) to humans or to any other living organism, or
                           causing damage to the Environment and includes any
                           controlled, special, hazardous, toxic, radioactive or
                           dangerous waste.

                  (ii)     "Environmental" means the environment as defined in
                           Section 1(2) of the Environmental Protection Act
                           1990.


<PAGE>
                                      -14-

                  (iii)    "Environmental Law" means any legal rule, regulation
                           or obligation in force from time to time concerning
                           the protection of human health or the Environment or
                           Dangerous Substances.

3.12     NOT TO ERECT SIGNS

         (a)      Subject to subclause 3.12(b) not to affix or exhibit or permit
                  to be affixed or exhibited to or upon any part of the exterior
                  of the Demised Premises (or within the same so as to be
                  visible from the exterior thereof) any placard poster
                  signboard notice or other advertisement save for any
                  reasonable notice or signs stating the name and/or business of
                  the Tenant and/or any undertenants which notices shall be of a
                  form appropriate for a high class distribution warehouse or
                  storage park and the location form and size of such notices
                  shall be first approved in writing by the Landlord (such
                  approval not to be unreasonably withheld)

         (b)      Landlord's consent shall not be required for reasonable
                  directional signs and other reasonable signs relating to the
                  operation of the Tenant's business at the Demised Premises

3.13     NOT TO ALLOW ACQUISITION OF CASEMENTS

         Not to permit or suffer any encroachment upon the Demised Premises or
         the acquisition of any new right to light passage drainage or other
         easement on over or under the Demised Premises and if any such
         encroachment or easement shall be made or acquired or threatened and at
         the cost of the Tenant to do all such things as may be proper for the
         purpose of preventing the making of such encroachment or the
         acquisition of such easement or right PROVIDED ALWAYS that if the
         Tenant shall omit or neglect forthwith to do all such things as
         aforesaid it shall be lawful for the Landlord or its agents officers
         servants and workmen to enter the Demised Premises and to do the same
         and any expenses reasonably so incurred by the Landlord shall be repaid
         to the Landlord by the Tenant within seven days of a written demand in
         that behalf

3.14 GENERAL OBLIGATIONS REGARDING INSURANCE

3.14.1   Not to do anything which may prejudice any insurance effected by the
         Landlord under this Lease over the Demised Premises or which may result
         in any insurance under this Lease becoming void or voidable or (without
         the prior written consent of the Landlord which shall not be
         unreasonably withheld) the rate of premium under such insurance being
         increased and the Tenant will at all times comply with all requirements
         and recommendations of the Landlord's insurers and (without prejudice
         to the Landlord's rights of action in respect of a breach of the
         provisions contained in this sub-clause) repay to the Landlord on
         demand all sums paid by way of increased premiums and all expenses
         incurred by it in consequence of a breach of the provisions contained
         in this Clause and all such payments shall be added to and form part of
         the Rents reserved by this Lease and be recoverable as rent in arrear


<PAGE>
                                      -15-

3.14.2   To keep the Demised Premises supplied with such fire fighting equipment
         as the Landlord's insurers or any competent fire authority may properly
         require and will maintain that equipment to the satisfaction of all
         those persons

3.14.3   Not to store inflammable substances or goods (save in proper containers
         and approved when necessary by the insurers and any relevant regulatory
         authority) nor explosive substances or goods at the Demised Premises or
         obstruct the access to any fire equipment or the means of escape from
         or over the Demised Premises and will immediately give notice to the
         Landlord of any event which may affect any of the insurances effected
         by the Landlord under this Lease

3.14.4   To pay to the Landlord on demand the cost of a periodic valuation of
         the Demised Premises made (not more frequently than at intervals of 3
         years) by or for the Landlord for insurance purposes

3.14.5   To pay to the Landlord on demand the whole of any amount reasonably
         determined by the Landlord or its surveyor to be the expenses
         reasonably incurred by the Landlord in making pursuing or enforcing any
         claim against the Landlord's insurers arising from the Landlord's
         insurance under this Lease

3.14.6   Not to effect any insurance of the Demised Premises in respect of the
         Insured Risks other than insurance of Tenant's fixtures (not insured by
         the Landlord) which fall outside the Landlord's reinstatement
         obligation

3.14.7   If the payment of any insurance monies is refused in whole or in part
         by reason of any act or default of the Tenant or anyone under its
         control the Tenant will pay to the Landlord on demand the amount so
         refused

3.14.8   To pay to the Landlord on demand the amount of any excess required by
         the insurers in connection with any damage or destruction to the
         Demised Premises

3.14.9   If requested by the Landlord to remove its fixtures and effects from
         the Demised Premises to allow the Landlord to repair or reinstate the
         Demised Premises

3.15     RESTRICTIONS ON USER

3.15.1   Not to do or permit to be done anything in or upon the Demised Premises
         which may be or become an unlawful nuisance damage disturbance or
         danger to the Landlord or other occupiers of any adjoining property
         owned by the Landlord

3.15.2   Not to permit the Demised Premises or any part thereof to be used for
         any illegal or immoral purposes or for any offensive disreputable noisy
         or dangerous trade business pursuit or occupation or as a betting
         office or for residential or sleeping purposes

3.15.3   Not to play or use in the Demised Premises any musical instrument
         loudspeaker tape recorder gramophone radio or other equipment or
         apparatus that is unduly noisy



<PAGE>
                                      -16-

3.16     USER

         Not to use the Demised Premises or any part thereof for any purpose
         other than the Specified User

3.17     ALIENATION

         Generally

3.17.1   In this Clause the following expressions bear the following meanings
         namely:

         (a)      "PERMITTED UNDERLEASE" sell shall be an underlease which:

                  (i)      contains provision for review of rent (in an upwards
                           direction only) corresponding both as to terms and
                           dates with the rent review provisions in this Lease

                  (ii)     is granted without taking any fine or premium

                  (iii)    reserves not less than the higher of (aa) the rent
                           reserved under this Lease (or an apportioned part
                           thereof) as at the date of its creation (provided
                           that this subclause (aa) shall only apply to
                           underleases granted before the agreement or
                           determination of the rent review due under this Lease
                           on 25th December 2002 or the failure of either party
                           to implement that review on that date) and (bb) the
                           open market rent for the premises thereby demised as
                           at the date of its creation

                  (iv)     is not in breach of clause 3(21)(d) of the Headlease
                           (at a time when the Headlease still subsists)

                  (v)      does not demise any land or interest in land other
                           than the Demised Premises or part thereof and the
                           rights hereby granted

                  (vi)     provides for an annual rent which is to be paid by
                           equal quarterly payments in advance on the usual
                           quarter days

                  (vii)    contains covenants on the part of the undertenant
                           similar in all respects to the covenants on the part
                           of the Tenant contained in this Lease save in
                           relation to such covenants as do not relate to the
                           sub-demised premises or are otherwise inappropriate
                           in the context of all underletting

                  (viii)   contains a condition for re-entry on breach of any
                           covenant by the undertenant or in the event of the
                           undertenant's insolvency

         (b)      In the case of a Permitted Part:

                  (i)      is validly  contracted out of Sections 24-28
                           (inclusive) of the Landlord and Tenant Act 1954 by
                           order of a County Court


<PAGE>
                                      -17-

                  (ii)     contains comprehensive service charge provisions for
                           the recovery of (without limitation) the cost of
                           maintenance repair and decoration of the main
                           structure (if not demised) and common parts of the
                           Demised Premises such service charge provision (and
                           the lessor's obligation to provide such services) to
                           be in a form first approved by the Landlord (such
                           approval not to be unreasonably withheld or delayed)

                  (iii)    contains rights and reservation which are first
                           approved by the Landlord (such approval not to be
                           unreasonably withheld or delayed)

                  (iv)     prohibits any sub division or underletting of part of
                           the Permitted Part

         (c)      "PERMITTED UNDERLESSEE" shall be a person who shall prior to
                  any underletting have entered into a direct covenant with the
                  Landlord to observe and perform the covenants contained in the
                  underlease on the part of the lessee to be observed and
                  performed In the event of a Permitted Underlessee being an
                  unquoted limited company such company shall not be a Permitted
                  Underlessee unless if the Landlord reasonably so requires one
                  or more acceptable guarantors for the proposed underlessee
                  enters into a direct covenant with the Landlord in such form
                  as the Landlord reasonably requires

         (d)      "AUTHORISED GUARANTEE AGREEMENT"

                  has the meaning defined in and for the purposes of Section 16
                  of the Landlord and Tenant (Covenants) Act 1995 which shall be
                  made by separate deed

3.17.2   GENERAL PROHIBITIONS

         (a)      Not to assign or part with or share possession or occupation
                  of the whole or any part of the Demised Premises nor to charge
                  or mortgage part only of the Demised Premises nor agree to do
                  any of the foregoing save in accordance with sub-clauses
                  3.17.3 and 3.17.6 below

         (b)      Not to allow any person to have beneficial occupation of the
                  Demised Premises or any part thereof except by virtue of one
                  of the permitted transactions set out in sub-clauses 3.17.3
                  and 3.17.6 below

         (c)      Not to hold or occupy the Demised Premises or any part thereof
                  as trustee or agent or otherwise for the benefit of any other
                  person

         (d)      Not to grant any underlease of any part of the Demised
                  Premises which could result in there being more than four
                  separate occupiers

3.17.3   PERMITTED TRANSACTIONS

         Not without the previous written consent of the Landlord (which shall
         not be unreasonably withheld or delayed and in the case of 3.17.3(a)
         subject always to Clauses 3.17.4(a) and 3.17.4(b):


<PAGE>
                                      -18-

         (a)      to assign the whole of the Demised Premises

         (b)      to  underlet  the  whole  of the  Demised  Premises  by a
                  Permitted  Underlease  to a Permitted Underlessee

         (c)      to underlet a Permitted Part by a Permitted Underlease to a
                  Permitted Underlessee

         (d)      to permit the assignment of any Permitted Underlease of the
                  whole or a Permitted Part of the Demised Premises except to
                  another Permitted Underlessee

3.17.4   CONSENTS ETC

         (a)      It is agreed that the Landlord shall not be regarded as
                  unreasonably withholding consent to any proposed assignment of
                  the whole of the Demised Premises if it is withheld on the
                  ground (and it is the case) that one or more of the
                  circumstances mentioned below exist whether or not such
                  withholding is solely on such ground or on that ground
                  together with other grounds:

                  (i)      that there are any Rents due which have not been paid
                           to the Landlord

                  (ii)     that in the reasonable opinion of the Landlord the
                           proposed assignee is a person who is not likely to be
                           able to meet its obligations under this Lease and/or
                           who could be such a person following the assignment

                  (iii)    that the proposed assignment is to a "HOLDING
                           COMPANY" "SUBSIDIARY" or "WHOLLY-OWNED SUBSIDIARY"
                           (all of which shall have the meanings ascribed to
                           them in Section 736 of the Companies Act 1985) of the
                           Tenant

         (b)      On any assignment the Tenant shall:

                  (i)      enter into an Authorised Guarantee Agreement which
                           will encompass the obligations set out in the Third
                           Schedule to this Lease and which shall otherwise be
                           in such form as the Landlord may reasonably require
                           and be prepared by or on behalf of the Landlord and
                           at the cost of the Tenant

                  (ii)     if the Landlord reasonably so requires the Tenant
                           will obtain one or more acceptable guarantors for the
                           proposed assignee who will covenant with the Landlord
                           in the terms (mutatis mutandis) set out in the Third
                           Schedule

         (c)      Clauses 3.17.4(a) and 3.17.4(b) shall operate without
                  prejudice to the right of the Landlord to refuse such consent
                  on any other ground or grounds where such refusal would be
                  reasonable or to impose further conditions upon the grant of
                  consent where such imposition would be reasonable

         (d)      Not more than three underleases of Permitted Parts shall
                  subsist at any one time in the Demised Premises (but if the
                  Tenant shall have wholly vacated the said maximum shall be
                  four)


<PAGE>
                                      -19-

3.17.5   UNDERLEASE MANAGEMENT

         In relation to any Permitted Underlease:

         (a)      to use reasonable endeavours to enforce the covenants or
                  conditions on the part of any Permitted Underlessee but the
                  Tenant shall not be obliged to re-enter on the relevant
                  premises unless it is reasonably necessary so to do having
                  regard to the severity of the breach and the availability of
                  other remedies

         (b)      not to commute or waive any rents payable by a Permitted
                  Underlessee

         (c)      not to vary the terms thereof accept any surrender thereof
                  without the previous written consent of the Landlord (such
                  consent not to be unreasonably withheld)

         (d)      not do or permit to be done any action which shall prejudice
                  the right to review the rent payable and with all due speed
                  and diligence to take all such action as shall be necessary to
                  secure that the said rent shall be reviewed in accordance with
                  the terms thereof (unless in the reasonable opinion of the
                  Tenant such review would be unlikely to result in an increased
                  rent) at all times keeping the Landlord fully informed of
                  progress on rent reviews and furnishing any information
                  reasonably required to the Landlord

         (e)      to observe and perform all the obligations imposed on the
                  Tenant as sub-lessor

3.17.6   SHARING OCCUPATION

         Notwithstanding the foregoing provisions of this Clause 3.17 the Tenant
         may without the consent of the Landlord part with or share possession
         or occupation of the Demised Premises or any part or parts thereof with
         a company or companies which are members of the same group (as defined
         by Section 42 of the Landlord and Tenant Act 1954) (a "PERMITTED
         OCCUPIER") PROVIDED THAT:

         (a)      no relationship of landlord and tenant shall be created or
                  exist between the Tenant and the Permitted Occupier

         (b)      the rights of the Permitted Occupier shall forthwith determine
                  on it ceasing to fall within the definition of Permitted
                  Occupier

         (c)      the Tenant shall give notice to the Landlord within fourteen
                  days of the commencement and termination of each such parting
                  with or sharing possession or occupation of the Demised
                  Premises

3.17.7   INFORMATION

         From time to time during the Term to furnish to the Landlord on demand
         full particulars of all derivative interests of or in the Demised
         Premises howsoever remote or inferior


<PAGE>
                                      -20-

3.18     REGISTRATION OF ASSIGNMENTS ETC

         To leave two certified copies of every assignment transfer mortgage
         charge underlease probate letters of administration order instrument or
         other writing effecting or evidencing any transmission or devolution of
         any estate or interest (derivative or otherwise) in the Demised
         Premises or any part thereof to the Solicitors of the Landlord for
         registration within one month from the date thereof and to pay to the
         Landlord's Solicitors their reasonable registration fee and any VAT
         payable thereon for each such registration

3.19     TO PERMIT DISPLAY OF NOTICES FOR DISPOSAL

         To permit the Landlord without interference during the six months
         immediately preceding the Termination Date to affix and retain upon any
         part of the Demised Premises a notice for the disposal of the same and
         to permit persons with the authority of the Landlord or its agents at
         reasonable times to view the Demised Premises

3.20     TO INFORM THE LANDLORD OF NOTICES AND CLAIMS

         To give immediate notice to the Landlord of any notice or claim
         affecting the Demised Premises or any part thereof

3.21     DEFECTIVE PREMISES ACT 1972

         To give written notice to the Landlord of any defect in the Demised
         Premises which might give rise to an obligation on the Landlord to do
         or refrain from doing any act or thing in order to comply with the duty
         of care imposed on the Landlord pursuant to the Defective Premises Act
         1972 and at all times to display and maintain all notices which the
         Landlord may reasonably from time to time require to be displayed at
         the Demised Premises

3.22     DRAINAGE

         To take all such measures as may be necessary to ensure that any
         effluent discharged into the Conduits which serve the Demised Premises
         (whether within the Demised Premises or not) will not be corrosive or
         in any way harmful to the Conduits or cause any blockage obstruction or
         deposit therein

3.23     ELECTRICAL INSTALLATIONS

         Not to use electrical wiring and electrical installations in the
         Demised Premises in such a way as to overload the wiring system or any
         part of the electrical installations and forthwith following any
         reasonable request by the Landlord in that behalf to produce a
         certificate of test of the electrical wiring and the electrical
         installations in the Demised Premises such certificate to be given by a
         competent electrical engineer in accordance with the regulations of the
         Institution of Electrical Engineers and the local electricity supply
         authority or either of them


<PAGE>
                                      -21-

3.24     TO PERMIT BUILDING ON ADJOINING LAND

         To permit the Landlord or any party now or hereafter authorised by the
         Landlord at any time during the Term to erect or build or alter any
         buildings or erections facing adjoining or near to the Demised Premises
         to any extent in any manner the Landlord or such other party may think
         fit and notwithstanding that such buildings or erections are built or
         altered in any way that may obstruct or interfere with the access of
         light or air enjoyed by the Demised Premises

3.25     ELECTRONIC EQUIPMENT

         Without prejudice to Clause 3.15.1 hereof to indemnify the Landlord
         against any claim resulting from any radio or electronic equipment
         being used in the Demised Premises in such manner or conditions as to
         cause electric electronic or other forms of interference to equipment
         operated in any adjoining or neighbouring premises

3.26     INDEMNITY

         To keep the Landlord fully indemnified against damages losses costs
         expenses proceedings and liabilities arising directly or indirectly out
         of the existence state of repair or user of the Demised Premises any
         breach of the Tenant's covenants contained in this Lease or contained
         in any superior lease (other than in the case of a superior lease in
         respect of non-payment of rent or in respect of premises other than the
         Demised Premises) or against any liability for any tax levy charge or
         other fiscal imposition of whatsoever nature including penalties and
         interest on overdue tax (where the Landlord could not reasonably have
         paid the tax on the due date) for which the Landlord shall be liable as
         a result of any material development carried out on the Demised
         Premises and shall on demand pay to the Landlord the amount of any such
         sum

3.27     TO YIELD UP

3.27.1   At the Termination Date peaceably and in accordance with the full and
         due performance by the Tenant of the covenants on the part of the
         Tenant herein contained to surrender and yield up the Demised Premises
         unto the Landlord together with all fixtures and additions except those
         in the nature of tenant's and trade fixtures provided that the same
         shall be removed prior to the Termination Date the Tenant forthwith
         making good all damage occasioned thereby

3.27.2   Wherever any plant or other fixtures fittings or improvements to be
         removed are connected to or take supplies from any of the mains
         services the same shall be disconnected in such manner that all
         redundant service media are removed and sealed off at points as close
         as possible to the various ring mains or principal distribution pipes
         which provide the supplies such removal and sealing to be carried out
         so as not to interfere with the continued function of the remaining
         services


<PAGE>
                                      -22-

3.28     INTEREST ON ARREARS

         If and whenever the Tenant shall fail to pay the Rents or any other
         monies due under this Lease on the due date (including payments which
         the Landlord may have reasonably declined to accept in relation to any
         actual or anticipated breach of any of the terms of this Lease) the
         Tenant shall pay to the Landlord interest at the rate of Four per cent
         (4%) per annum above the base rate of National Westminster Bank MC on
         such Rents or other monies as the case may be from the date when it was
         due to the date on which it is actually paid

3.29     TO PAY LANDLORD'S EXPENSES

3.29.1   To pay all properly incurred expenses (including Solicitors' Counsels'
         Surveyors' Agents' and other professional consultants' fees
         disbursements bailiffs commissions and VAT) of the Landlord:

         (a)      resulting from all applications by the Tenant for any consent
                  of the Landlord required by this Lease including in cases
                  where consent is refused or the application is withdrawn

         (b)      in contemplation of or in connection with the preparation and
                  service of a notice under Section 146 or 147 of the Law of
                  Property Act 1925 or any other notice hereunder (including in
                  particular a notice relating to a Schedule of Dilapidations)
                  notwithstanding that forfeiture shall be avoided otherwise
                  than by relief granted by the Court

         (c)      in connection with any breach of covenant by the Tenant or the
                  recovery of arrears of the Rents or any monies from time to
                  time payable by the Tenant to the Landlord pursuant to this
                  Lease or any Supplemental Document or any matter arising
                  herefrom

3.29.2   To pay on demand to the Landlord the whole or (as the case may be) a
         fair proportion (such proportion to be fairly determined from time to
         time by the Landlord's surveyor) of any costs charges expenses or
         outgoings of whatsoever nature (including a management charge of 10% of
         such costs charges expenses or outgoings) which the Landlord may
         reasonably be required to expend or incur in relation to the Demised
         Premises or in any way in connection with the Demised Premises as a
         result of any application by the Tenant or as a result of any activity
         of the Tenant at the Demised Premises which is unlawful or in breach of
         obligation hereunder

3.30     VAT

3.30.1   OUTPUT TAX

         (a)      Where this Lease requires the Tenant to pay repay reimburse or
                  provide any amount or other consideration in respect of a VAT
                  Supply to the Tenant by the Landlord that amount or other
                  consideration will be deemed to be exclusive of any VAT
                  chargeable on that VAT Supply (whether by virtue of a VAT
                  Election


<PAGE>
                                      -23-

                  made or to be made or otherwise) and the Tenant will when
                  paying or providing the relevant amount or other consideration
                  also pay to the Landlord a sum equal to that VAT on receipt of
                  valid VAT invoice

         (b)      If the grant of this Lease is or gives rise to a VAT Supply
                  (whether by virtue of a VAT Election or otherwise) by the
                  Landlord to the Tenant then (except in so far as provided for
                  by Clause 3.31.1(a)) the Tenant will pay to the Landlord a sum
                  equal to the VAT chargeable on that VAT Supply on the date of
                  the grant or (if later) when demanded by the Landlord and (in
                  either case) on receipt of a valid VAT invoice

3.30.2   INPUT TAX

         Where this Lease requires the Tenant to pay repay reimburse or provide
         any amount or other consideration in respect of a VAT Supply to the
         Landlord the Tenant will pay to the Landlord a sum equal to any VAT
         charged to the Landlord on that VAT Supply less any part of that VAT
         for which the Landlord obtains credit or which the Landlord is
         otherwise able to recover as input tax

3.31     NOTICES

3.31.1   In this Clause "NOTICE" means any written permission notice order or
         proposal relevant to the Demised Premises or to the use of the Demised
         Premises whether or not contained within a communication dealing also
         with other subject-matter

3.31.2   Within seven days of receipt by the Tenant of any Notice given to the
         Tenant or the occupier of the Demised Premises the Tenant will give to
         the Landlord full particulars and a copy of the Notice

3.31.3   The Tenant will expeditiously take all necessary steps to comply with
         any Notice (if it is not able to procure that such notice is not
         withdrawn modified or otherwise challenged) and the Tenant's proposals
         as to the way in which it will comply with or challenge any Notice must
         first be approved by the Landlord in writing (such approval not to be
         unreasonably withheld)

3.31.4   Notwithstanding Clause 3.32.3 at the request of the Landlord the Tenant
         will make or join with the Landlord in making any objections or
         representations which the Landlord may reasonably require to have made
         against or in respect of any Notice

3.32     GUARANTOR

3.32.1.  To procure that any person who has guaranteed to the Landlord the
         Tenant's obligations contained in this Lease joins with the Tenant and
         becomes a party to any Supplemental Document to consent to the Tenant
         entering into such Supplemental Document and to confirm that its
         covenants remain in full force and effect in respect of the Lease as
         varied or amended by such Supplemental Document


<PAGE>
                                      -24-

3.32.2   Within fourteen days of the death during the Term of any person who has
         or shall have guaranteed to the Landlord the Tenant's obligations
         contained in this Lease or of such person becoming bankrupt or having a
         receiving order made against him or being a company passing a
         resolution to wind up or entering into liquidation then to give notice
         thereof to the Landlord and if so required by the Landlord at the
         expense of the Tenant within Twenty eight days to procure some other
         person reasonably acceptable to the Landlord to execute a guarantee in
         respect of the Tenant's obligations contained in this Lease in the form
         set out in the Fourth Schedule hereto

3.33     SUPERIOR INTERESTS

3.33.1   Any provision for consent or approval of the Landlord shall be deemed
         to be subject to the consent or approval of the superior landlord
         (under the Headlease (unless and until it terminates whether by merger
         with the freehold or otherwise) and the costs and expenses of obtaining
         such consents (whether or not consent is forthcoming) shall be repaid
         by the Tenant to the Landlord on demand

3.33.2   To comply with all the tenant's covenants contained in the Headlease
         (other than the covenants to pay rent to insure and those relating to
         reinstatement) until it terminates as if such covenants were set out in
         this Lease in full as covenants to be performed by the Tenant and
         indemnify the Landlord against all fees payable to any Superior
         Landlord and any costs charges damages or liabilities arising from any
         non compliance

3.34     CONTINUATION OF LEASE

3.34.1   To give notice in writing to the Landlord not less than three months
         (and not more than twelve months) prior to the expiry of the
         contractual term granted by this Lease if the Tenant does not require
         the Lease to be continued under the provisions of the Landlord & Tenant
         Act 1954 (as amended) (the "ACT") whether or not the Act applies

34.2     In the event of any notices having been served under the Act or any
         proceedings pursuant thereto being current not to cease business use or
         give up occupation of the Demised Premises without giving at least
         three months' advance written notice to the Landlord

3.34.3   In the event of any breach of the above provisions the Tenant shall pay
         as a liquidated debt to the Landlord a sum equivalent to three months'
         rent reserved by this Lease at the rate current at the relevant time
         but in the event of the Tenant having given notice of less than three
         months but otherwise in accordance with the above provisions the amount
         of the debt shall be reduced to in amount equivalent to rent for such
         period as would (together with the length of notice actually given)
         amount of three months

3.35     COVENANTS IN TITLE

         To observe and perform the covenants and conditions contained in or
         referred to in the title of the Landlord and any Superior Landlord to
         the Demised Premises (including the covenants and conditions to be
         created which are contained in the agreed form of transfer annexed to
         the Option Agreement)


<PAGE>
                                      -25-

4.       LANDLORD'S COVENANTS

         THE Landlord HEREBY COVENANTS with the Tenant (but so that no liability
         shall attach to the Landlord in respect of any breach by the Landlord
         of its obligations under this Lease occurring after the reversion
         immediately expectant on the determination of the Term has ceased to be
         vested in the Landlord) as follows:

4.1      QUIET ENJOYMENT

         That the Tenant paying the Rents and observing and performing the
         covenants on the part of the Tenant hereinbefore contained shall
         peaceably enjoy the Demised Premises for the Term without any
         interruption by the Landlord or any person lawfully claiming through
         under or in trust for it

4.2      TO INSURE

4.2.1    To keep the Demised Premises insured against the Insured Risks (using
         reasonable endeavours to ensure competitive quotations are secured)
         subject to such excesses exclusions and limitations and other terms and
         conditions which may be imposed by the insurers in some insurance
         office of repute in the full reinstatement value thereof procuring a
         note of the Tenant's interest upon the policy and whenever reasonably
         so requested to provide to the Tenant details thereof and in the event
         of damage or destruction by any of the Insured Risks with all
         convenient speed (as soon as is practicable after all necessary labour
         and material permits and consents have been obtained) and when
         otherwise lawful so to do to cause all monies received by virtue of
         such insurance (other than in respect of loss of Rent) together with
         all monies received from the Tenant under clauses 3.14.7 and 3.14.8 to
         be laid out in rebuilding or reinstating (so far as practicable) the
         Demised Premises either as previously existing or in accordance with
         the then latest techniques materials and requirements (as determined by
         the Landlord) and the, Landlord will make up any shortfall (which is
         not attributable to the default of the Tenant) out of its own resources
         PROVIDED THAT such reinstatement shall exclude any fitting out or new
         works or alterations by the Tenant unless at or after the time of any
         such Tenant's items being originally installed it is agreed in writing
         between the Landlord and the Tenant that the same shall comprise part
         of the Demised Premises for the purposes of this reinstatement
         obligation or unless (and to the extent that) such items are in any
         event covered by the Landlord's insurance policy

4.2.2    In the event of the insurance policy being made subject to any
         qualifications, conditions or excesses, where the same are negotiable
         with the insurance company, to consult with the Tenant and have regard
         to the views of the Tenant on the amount of any excess (and accepting a
         greater excess than might otherwise be available in the event of the
         Tenant undertaking to pay the relevant sums should a claim arise)

4.2.3    Provided always that in the event of the Demised Premises being damaged
         or destroyed by an insured risk and the policy of insurance not having
         been vitiated by any act or default of the Tenant and the Demised
         Premises not having been reinstated by the expiry of the third
         anniversary of the date of such damage then either party shall have the
         right



<PAGE>
                                      -26-

         at any time after the expiry of such third anniversary to give three
         months written notice to the other determining this lease and upon the
         expiry of such notice this lease shall be void and of no further effect
         (save in relation to any antecedent or accrued claims) provided that
         the Landlord may not serve such notice if it is in breach of its
         obligation to reinstate nor may the Tenant serve such notice if it is
         in material breach of any of its obligations so as to adversely affect
         the ability of the Landlord to reinstate

4.3      SUPERIOR LEASE RENTS

         To pay the rents reserved by any superior lease for the time being in
         force and at the request and cost of the Tenant to enforce the
         obligations of the superior landlord under the superior lease (while it
         subsists) and the obligations on the part of the Transferor under the
         agreed form of transfer annexed to the Option Deed (following the
         acquisition of the freehold pursuant to that Deed)

4.4      SERVICES

4.4.1    Subject (and as a precondition) to the Tenant paying the Service Charge
         and indemnifying the Landlord against all liabilities in relation to
         the same, to use all reasonable endeavours to provide or procure the
         provision of the Services in accordance with the terms of the
         Management Deed and the Agreement dated 6th May 1997 made between
         Imperial Chemical Industries plc (1) and the Tenant (2) (relating to
         the supply of the Services among other things) (such Agreement and the
         Management Deed being together hereinafter referred to as "the
         Management Documentation")

4.4.2    Subject (and as a precondition) to the Tenant undertaking to pay all
         costs and indemnifying the Landlord against all liabilities in relation
         to the same, whenever reasonably so requested by the Tenant, to enforce
         the obligations of the other parties and to exercise all rights
         available to it under the Management Documentation (so far as the same
         is consistent with ensuring the supply of Services is kept at an
         optimum level and appropriate for a high quality distribution park with
         all modern and up to date (from time to time) facilities) including
         (among other rights) the rights under the Management Documentation to
         secure consultations, provision of information and maintenance of the
         Service Charge at reasonable levels (including all rights to query the
         quantum of any charges from time to time if specifically so requested)

4.5      HIGHWAY ADOPTION

         At the request and cost of the Tenant and subject to the Tenant fully
         indemnifying the Landlord against any liabilities incurred by the
         Landlord pursuant to such request, to take all necessary and
         appropriate action to ensure that the benefit of the indemnity from
         Imperial Chemical Industries plc in relation to the costs of adoption
         of highways by the local authority remains available so as to preclude
         the possibility of any such costs devolving upon the Tenant PROVIDED
         THAT this covenant shall lapse upon the adoption of the highway leading
         to the Estate


<PAGE>
                                      -27-

4.6      THE OPTION DEED

         During such time only as the freehold has not yet become vested in the
         Landlord

4.6.1    Not to assign the Landlord's interest as lessee under the Headlease
         without assigning to that assignee the Option Deed and not to assign
         the Option Deed other than to an assignee of the Headlease

4.6.2    To exercise the Call Option within the Call Option Period (both as
         defined in the Option Deed) unless the Put Option (as therein defined)
         has been exercised first

4.6.3    To supply to the Tenant a certified copy of the completed Transfer
         pursuant to the Option Deed within 14 days after completion

4.6.4    To procure that on the exercise of the option the freehold is acquired
         in the name of the Landlord and that the Headlease, shall as soon as
         reasonably practicable thereafter terminate by merger on completion of
         such acquisition

5.       PROVISO

         IT IS HEREBY AGREED AND DECLARED that:

5.1      PROVISO FOR RE-ENTRY

         Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if:

5.1.1    the Rents hereby reserved or any part thereof shall be unpaid for
         twenty one (21) days after becoming payable (whether formally demanded
         or not) or

5.1.2    any covenant on the Tenant's part herein contained shall not be
         performed or observed or

5.1.3    the Tenant (being a company) shall:

         (a)      enter into liquidation whether compulsorily or voluntarily
                  (save for the purpose of reconstruction or amalgamation
                  forthwith put into effect)

         (b)      have a Petition for an Administration Order under Part II of
                  the Insolvency Act 1986 presented in respect of it

         (c)      have a receiver or an administrative receiver appointed in
                  respect of the whole or any part of its assets or

5.1.4    the Tenant (being all individual or being more than one individual any
         one of them) shall:

         (a)      become bankrupt or

         (b)      enter into composition with his or their creditors or


<PAGE>
                                      -28-

         (c)      have a Receiving Order made against him or them or

         (d)      fail to pay a debt or debts which is or are in the aggregate
                  equal to or in excess of the bankruptcy level from time to
                  time and a statutory demand thereof having been neither
                  complied with or set aside

         then and in any of the said cases it shall be lawful for the Landlord
         at any time thereafter to re-enter the Premises in the name of the
         whole and thereupon this demise shall absolutely determine but without
         prejudice to any right of action or remedy of the Landlord in respect
         of any breach of the Tenant's covenants herein contained

5.2      PROVISO FOR CESSER OF RENT

         If the Demised Premises or any part thereof shall at any time be
         destroyed or damaged by any of the Insured Risks so as to render the
         Demised Premises unfit for occupation and use (and the relative policy
         or policies of insurance effected by the Landlord shall not have been
         vitiated or payment of the policy monies refused (and the shortfall not
         made good by the Tenant) in whole or in part in consequence of any act
         or default on the part of or suffered by the Tenant its undertenants
         and its or their respective agents licensees and invitees) then the
         Rent (or a fair and just proportion thereof according to the nature and
         extent of the damage sustained) shall be suspended and cease to be
         payable until the Demised Premises shall again be rendered fit for
         occupation and use or until the expiration of three years from the date
         of the happening of such destruction or damage as aforesaid (whichever
         period shall be the shorter) and in case of dispute as to the
         proportion or period of such abatement the same shall be referred to
         arbitration in accordance with the Arbitration Act 1996 or any
         statutory modification or re-enactment thereof for the time being in
         force

5.3      EXCLUSION OF LANDLORD'S LIABILITY

         So far as permitted by law the Landlord shall not be responsible to the
         Tenant or any underlessee servant agent licensee or invitee of the
         Tenant or other person occupying or on the Demised Premises or any part
         of it or calling upon the Tenant or such other persons as aforesaid for
         any accident or injury suffered by any person or damage to or loss of
         any chattel or property sustained on the Demised Premises or in the
         event of any works carried out or other things done by the Landlord
         permitted or required by the provisions of this Lease

5.4      RIGHTS EASEMENTS ETC

         The operation of Section 62 of the Law of Property Act 1925 is excluded
         from this Lease and the Tenant will not by virtue of this Lease during
         the Term acquire or become entitled (by any means whatever) to any
         easement from or over or affecting any other land or premises now or at
         any time after the date of this Lease belonging to the Landlord and not
         comprised in this Lease


<PAGE>
                                      -29-

5.5      SERVICE OF NOTICES

         In addition to any other prescribed mode of service any notices
         requiring to bc served hereunder shall be validly served if served in
         accordance with Section 196 of the Law of Property Act 1925 as amended
         by the Recorded Delivery Service Act 1962 or in the case of the Tenant
         if left addressed to it or if there shall be more than one to any of
         them or sent to it him or any of them by post or left at the last known
         address or addresses of it him or any of them in Great Britain

5.6      NO WARRANTY AS TO PLANNING

         No representation or warranty is given or made or shall be deemed to
         have been given or made by the Landlord as to any matter affected by
         the Planning Acts or any regulations made thereunder

5.7      TENANT'S GOODS LEFT IN DEMISED PREMISES

         If after the Termination Date any property of the Tenant shall remain
         in the Demised Premises and the Tenant shall fail to remove the same
         within five days after being requested in writing by the Landlord so to
         do the Landlord may as the agent of the Tenant (and the Landlord is
         hereby appointed by the Tenant to act as such) sell such property and
         shall then hold the proceeds of sale after deducting the costs and
         expenses of removal storage and sale reasonably and properly incurred
         by it to the order of the Tenant PROVIDED THAT the Tenant will
         indemnify the Landlord against any liability incurred by it to any
         third party whose property shall have been sold by the Landlord in the
         bona fide mistaken belief (which shall be presumed unless the contrary
         be proved) that such property belonged to the Tenant and was liable to
         be dealt with as such pursuant to this sub-clause

5.8      STATUTORY COMPENSATION

         Except where a statutory provision prohibits the Tenant's right to
         compensation being reduced or excluded by agreement the Tenant will not
         be entitled to claim from the Landlord on quitting the Demised Premises
         any compensation under the Landlord and Tenant Act 1954

5.9      DISPUTES BETWEEN LANDLORD AND TENANT

5.9.1    Save in relation to any disputes arising under or in relation to the
         exercise of the Landlord's rights under Clause 5.1 or any disputes
         where a separate procedure is provided for in this Lease if any dispute
         shall arise between the Landlord and the Tenant with regard to the
         construction or effect of this Lease or any provision hereof or
         otherwise in connection with the Demised Premises such dispute shall be
         determined by a single Arbitrator appointed by the President for the
         time being of the Royal Institution of Chartered Surveyors and in
         relation to matters of construction (and where there is no agreement as
         to whether the dispute does or does not relate to matters of
         construction) such dispute shall be determined by a single Arbitrator
         appointed by the President for the time being of the Law Society in
         each case in accordance with the Arbitration Act 1996


<PAGE>
                                      -30-

         or any statutory re-enactment or modification thereof PROVIDED THAT any
         non payment of monies due hereunder shall not be governed by the
         provisions of this clause 5.9

5.9.2    In the event of any person to whom a dispute under this Lease is
         referred being unable to or precluded from acting in connection with
         the same then such dispute shall be referred in place of such person to
         an Arbitrator agreed between the Landlord and the Tenant or failing
         agreement nominated by the President for the time being of the Royal
         Institution of Chartered Surveyors or the Law Society (in accordance
         with the principles set out in clause 5.9.1) upon the application of
         either the Landlord or the Tenant

5.10     TENANT'S OPTION TO DETERMINE

5.10.1   If the Tenant shall desire to determine the Term on the Break Date
         (time being of the essence for such date) and shall give to the
         Landlord written notice to that effect not earlier than 24 months
         beforehand and not later than 12 months beforehand (time being of the
         essence for such notice) (the "BREAK NOTICE") then subject to the
         provisions of clause 5.10.2 below being satisfied on the Break Date the
         Term shall thereupon cease and determine but without prejudice to any
         rights or liabilities in respect of any antecedent breaches of any
         party

5.10.2   It shall be a requirement for the operation of the clause 5.10 that as
         at the Break Date vacant possession of the whole of the Demised
         Premises is given to the Landlord

5.11     FAILURE TO REPAIR OBLIGATIONS

         The Landlord shall not in any event be liable to the Tenant in respect
         of any failure of the Landlord to perform any of its obligations to the
         Tenant hereunder whether expressed or implied unless the Tenant has so
         notified the Landlord and the Landlord has failed within a reasonable
         time to remedy the same and then in such case the Landlord shall be
         liable to compensate the Tenant only for loss or damage sustained by
         the Tenant after such reasonable time has elapsed

5.12     LANDLORD AND TENANT (COVENANTS) ACT 1995

5.12.1   The Landlord and the Tenant declare that this is a new lease for the
         purposes of the Landlord and Tenant (Covenants) Act 1995 (for the
         purposes of this Clause referred to as the "ACT")

5.12.2   If the Landlord agrees with the Tenant whether prior to on or after the
         date of this Lease to postpone the payment of any of the Rents due
         under this Lease then for the purposes of the Act the date upon which
         such Rents shall be due shall be treated as the date upon which the
         postponed Rents are due

5.13     HEADLEASE

5.13.1   In the event of the Headlease being determined or no longer being in
         existence due to merger or for any other reason, the obligations of the
         Tenant hereunder to comply with


<PAGE>
                                      -31-

         the terms thereof shall remain in full force and effect as if the same
         remains in existence to the intent (and to the extent only) that any
         obligation to indemnify the Landlord against liabilities in the
         Headlease shall remain effective so long as the Landlord remains
         directly or indirectly liable for such matters and the same have not
         been abrogated by virtue of the Headlease no longer being in existence

5.13.2   Any consent or approval of the Landlord which may be required under
         this Lease shall be subject to a precondition that the consent and
         approval of the Superior Landlord is obtained under the Headlease
         (where required) and the Tenant shall be responsible to pay all costs,
         charges and expenses in securing the same whether or not it is granted
         or lawfully refused or the application withdrawn

5.14     INTERPRETATION

5.14.1   In this Lease where the context so admits the expression the "LANDLORD"
         shall include the reversioner for the time being immediately expectant
         on the term hereby created and the expression the "TENANT" shall
         include the successors in title and assigns of the Tenant and where
         there are two or more individuals included in the expressions the
         "TENANT" or the "SURETY" (if any) covenants herein expressed to be made
         by the Tenant or the Surety (as the case may be) shall be deemed to be
         made by such persons jointly and severally

5.14.2   Any reference in this Lease to any statute or order shall include any
         statutory extension modification or re-enactment of such statute or
         order or any regulations or orders made thereunder

5.14.3   Any covenant by the Tenant not to do any act or thing shall be deemed
         to include an obligation not to permit such act or thing to be done

5.14.4   Each of the Clauses of this Lease is distinct and severable from the
         others and if at any time one or more of such provisions is or becomes
         illegal invalid or unenforceable the validity legality and
         enforceability of the remaining provisions will not in any way be
         affected or impaired

5.15     HEADINGS

         The headings hereto shall not affect the construction of these presents

6.       SURETY COVENANT

         In consideration of this Lease being made at its request the Surety
         herewith covenants with the Landlord in the terms set out in the Third
         Schedule hereto

I N W I T N E S S whereof this Lease has been duly executed the day and year
first before written


<PAGE>
                                      -32-

                               THE FIRST SCHEDULE

                                     PART I

The land and buildings shown delineated edged red on Plan Number 1 and whose
approximate position on the Estate is for identification only edged red on Plan
Number 2 (the boundary of the Demised Premises at the southern corner abutting
the roadway to be adopted pursuant to the Agreement dated 18th March 1996 made
between Avon County Council (1) and the Superior Landlord (2) under (inter alia)
Section 38 Highways Act 1980) EXCEPT and RESERVED as mentioned in Part II of
this Schedule and TOGETHER with the rights mentioned in Part III of this
Schedule

                                     PART II

EXCEPT AND RESERVED to the Landlord (and all other persons having like rights)
the free and uninterrupted rights:

(1)      to the passage and running of water soil gas electricity telephone and
         other services or supply through and the right to connect into the
         Conduits which are now or may at any time during the Perpetuity Period
         (being 80 years from the, date of this Lease) be in on under or passing
         through or over the Demised Premises and are intended for use by other
         parts of the Estate or any land adjoining or neighbouring the Estate
         with the right to construct and maintain new services (other than oil
         or chemical pipelines to the nearby ICI Severnside Works or other
         conduits which are not drains or utilities connected with the
         development and use of the Estate and/or the Adjoining Premises) on
         unbuilt parts of the Demised Premises for the benefit of any Adjoining
         Premises and the right to repair maintain and renew such existing and
         new services and Conduits and the right at any time but (except in
         emergency) after giving reasonable notice to enter (or in an emergency
         or after the giving of reasonable notice in the Tenant's absence to
         break and enter) the Demised Premises in the exercise of such rights
         the person exercising such right making good any damage caused to the
         Demised Premises but being under no liability to pay compensation
         PROVIDED THAT before constructing any new services on the Demised
         Premises the Landlord will first consult with the Tenant and will only
         lay such services where they will not impede or interfere with proposed
         building works and if reasonably required by the Tenant in connection
         with any future development of the Demised Premises the Tenant may
         relocate such new services to some other position within the Demised
         Premises as may be designated by the Tenant with the prior approval of
         the Landlord (such approval not to be unreasonably withheld) but not so
         as to interfere with the uninterrupted supply of such services

(2)      to enter the Demised Premises for the purposes and in manner mentioned
         in this Lease

(3)      of light air support and protection now or after the date of this Lease
         enjoyed by any Adjoining Premises

(4)      at any time hereafter to build or construct any buildings or structures
         on any Adjoining Premises or to alter raise the height of rebuild
         construct make connections to or demolish


<PAGE>
                                      -33-

         any buildings or structures on or to be built or constructed on any
         Adjoining Premises in such manner as the person exercising the right
         shall think fit notwithstanding the same may obstruct affect or
         interfere with the amenity of or the passage of light and air to the
         Demised Premises

(5)      to enter the Demised Premises with or without vehicles plant and
         machinery for the purposes of repairing maintaining and renewing the
         boundary fence on the north west side of the Demised Premises provided
         that for so long as the Tenant maintains a security fence in the
         vicinity of such boundary this right of access may be restricted by the
         Tenant (but not in such a way as to render the said right incapable of
         exercise) to the strip of land between the said boundary fence and the
         Tenant's said security fence within the Demised Premises

(6)      (a)      to enter on the Demised Premises after giving reasonable
                  notice and by prior appointment unless the Tenant shall refuse
                  to make such an appointment or to arrange an appointment
                  within a reasonable period of time for the purpose of
                  constructing within the Perpetuity Period surface water drain
                  or drains from the Adjoining Premises on the South East side
                  of the Demised Premises into the rhine which runs inside the
                  boundary of the Demised Premises (such rhine to be constructed
                  by the Tenant in the position already agreed) and thereafter
                  the right (subject to paying a fair and proper proportion of
                  the costs of cleaning and repairing maintaining and renewing
                  such rhine assessed according to user) to maintain in position
                  and use those drains for the drainage of surface water into
                  the rhine from the Adjoining Premises in compliance with all
                  applicable statutory and other requirements of the relevant
                  competent authorities and so that the amount of surface water
                  discharged from the Adjoining Premises into the rhine shall
                  not have a detrimental affect on the Tenant's drainage system
                  on the Demised Premises or otherwise cause damage to any part
                  of the Demised Premises; and

         (b)      an ancillary right of entry onto the Demised Premises on
                  reasonable notice and at all reasonable times (except in
                  emergency) and by prior appointment unless the Tenant shall
                  refuse to make such an appointment or to arrange an
                  appointment within a reasonable period of time for the purpose
                  of maintenance repair and renewal of those drains but only in
                  compliance with the reasonable security and operational
                  requirements of the Tenant

         PROVIDED THAT the Landlord shall cause as little interference as is
         reasonably practicable in all the circumstances to the business of the
         Tenant (but so that the Landlord shall not be liable in any
         circumstances to the Tenant in respect of my interference to and/or
         loss of business arising out of the lawful exercise of this right) and
         forthwith making good any damage caused to the Demised Premises to the
         Tenant's reasonable satisfaction and the Landlord shall indemnify the
         Tenant against any actions proceedings claims or demands brought
         against the Tenant as a result of the exercise of this right

(7)      at convenient times and upon reasonable notice (except in emergency) to
         enter the Demised Premises if it shall be reasonable to do so in order
         to view the state or condition of the Adjoining Premises


<PAGE>
                                      -34-

         (8)      The right at any time to enter the Demised Premises:

                  (a)      to inspect or view the condition of the Demised
                           Premises and/or

                  (b)      to carry out any work to any adjacent premises and/or

                  (c)      to carry out repairs or other work or to do anything
                           which the Landlord must or may carry out under the
                           provisions of this Lease

                  (d)      for any purpose connected with the Landlord's
                           interest in reversion to this Lease

PROVIDED THAT if the Landlord exercises any of the rights in paragraphs (1),
(2), (5), (7) and (8) above by carrying out work on the Demised Premises it
shall forthwith make good any damage caused to the Premises and will carry out
such works in such manner as shall cause as little disturbance to the Tenant as
reasonably practicable and in compliance with all reasonable security and
operational requirements of the Tenant

                                    PART III

(1)      TOGETHER WITH the benefit of the rights (insofar as the Landlord has
         power to grant the same and in common with the Landlord its tenants and
         licensees and all others now or hereafter entitled to like rights): to
         the passage and running of water soil gas electricity telephone and
         other services or supply to and from the Demised Premises through the
         Conduits in or under Adjoining Premises

(2)      at convenient times and upon reasonable notice (except in emergency) to
         enter any Adjoining Premises comprised in the Estate if it shall be
         necessary to do so in order to view the state or condition of the
         Demised Premises provided that the Tenant shall forthwith make good any
         damage and disturbance caused in the exercise of this right and comply
         with all reasonable security and operational requirements of the
         relevant owner and occupiers

(3)      of way with vehicles over the roadways and on foot over the footpaths
         comprised in the Estate (including without limitation those shown for
         the purpose of identification only edged brown on Plan No. 2) to and
         from the Demised Premises at all times and for all purposes in
         connection with the use of the Demised Premises authorised by this
         Lease PROVIDED ALWAYS THAT the rights of way over the roadways shall
         determine if and when and to the extent that they may be adopted as
         highways maintainable at the public expense

(4)      of support and protection from the Adjoining Premises as now enjoyed
         by the Demised Premises

(5)      to construct and maintain new services under the Service Corridor
         within the Estate for the benefit of the Demised Premises and the right
         to repair maintain and renew all existing and new service conduits
         serving the Demised Premises in the Service Corridor within the Estate
         subject to the Tenant first consulting with the Landlord as to the
         route


<PAGE>
                                      -35-

         and specification of any new services and with a view to minimising the
         damage and disturbance resulting from the exercise of such rights and
         making good any damage caused to the Service Corridor and the remainder
         of the Estate in exercise of such rights PROVIDED THAT the Tenant shall
         before exercising any such rights first request that such works are
         carried out by the Landlord (with the Tenant being responsible for the
         Landlord's reasonable and proper costs) and allow the Landlord a
         reasonable opportunity to carry out and complete such works PROVIDED
         FURTHER THAT this right shall determine if and when and to the extent
         that the strip of land comprising the Service Corridor within the
         Estate is adopted as highway maintainable at public expense

(6)

         (i)      to enter on the Adjoining Premises to the north-west after
                  giving reasonable notice and by prior appointment unless the
                  owner and occupiers thereof shall refuse to make such an
                  appointment or to arrange an appointment within a reasonable
                  period of time and subject to compliance with the owner and
                  occupiers reasonable security and operational requirements for
                  the purpose of constructing within the Perpetuity Period the
                  Connection from the Demised Premises into the rhine which runs
                  inside the boundary of that Adjoining Premises (referred to in
                  paragraph (6) (a) of Part II of this Schedule) and thereafter
                  the right (subject to the Tenant paying a fair and proper
                  proportion of the costs of cleaning repairing maintaining and
                  renewing the rhine lying on the Adjoining Premises into which
                  the Connection is made assessed according to user) to maintain
                  in position and use the Connection for the drainage of surface
                  water from the Demised Premises in compliance with all
                  applicable statutory and other requirements of the relevant
                  competent authorities and so that the amount of surface water
                  discharged from the Promises into the rhine shall not have a
                  detrimental affect on the owner and occupiers drainage system
                  on the Adjoining Premises or otherwise cause damage to any
                  part of the Adjoining Premises; and

         (ii)     all ancillary right of entry onto the Adjoining Premises on
                  reasonable notice and at all reasonable times (except in
                  emergency) and by prior appointment unless the owner and
                  occupiers thereof shall refuse to make such an appointment or
                  to arrange an appointment within a reasonable period of time
                  for the purpose of maintenance repair and renewal of the
                  Connection but only in compliance with the owner and occupiers
                  reasonable security and operational requirement

PROVIDED THAT the Tenant shall cause as little interference as is reasonably
practicable in all the circumstances to the business of the owner and/or
occupiers of the Adjoining Premises (but so that the Tenant shall not be liable
in any circumstances to the said owner and/or occupiers in respect of any
interference to and/or loss of business arising out of the lawful exercise of
this right) and forthwith in making good any damage caused to the Adjoining
Premises to the Landlord and the said owner and occupiers reasonable
satisfaction and the Tenant shall indemnify and keep indemnified the Landlord
and the said owner and occupiers against any actions proceedings claims or
demands brought against the Landlord and/or the said owner and/or occupiers as a
result of the exercise of this right


<PAGE>
                                      -36-



                               THE SECOND SCHEDULE

                                   Rent Review

                                   DEFINITIONS

1.1      In this Schedule the following expressions shall have the meanings
         assigned to them hereunder:

         "RENT REVIEW DATES"

                  means the dates specified in the Particulars

         "NOTIONAL PROPERTY"

                  means a warehouse building:

                  (a)      constructed  at the same time as  construction  of
                           the actual  building  at the  Demised Premises; and

                  (b)      having a gross internal area of 75,000 square feet
                           measured in accordance with the Code; and

                  (c)      being situated on a site of an area which has the
                           same proportion to the gross internal ground floor
                           area of the notional warehousing building as the
                           Demised Premises has to the gross internal ground
                           floor area of the actual building at the date of this
                           Lease (in both cases being gross internal floor area
                           measured in accordance with the Code) in the same
                           location as the Demised Premises and having the same
                           rights over adjoining land as the Demised Premises
                           has under this Lease and subject to the same title
                           matters

                  (d)      being constructed to an equivalent specification to
                           the actual building on the Demised Premises (with
                           such amendments as are appropriate in relation to the
                           size of the building) and

                  (e)      constructed in accordance with all necessary planning
                           and building regulations consents (subject to the
                           same conditions as attach to the actual consents
                           applicable to the actual building on the Demised
                           Premises so far as not inconsistent with the above
                           provisions) and

                  (f)      constructed and completed in a good and workmanlike
                           manner and kept in repair in accordance with the
                           repairing covenants in the Lease and

                  (g)      assuming the actual building at the Demised Premises
                           is not in existence


<PAGE>
                                      -37-

         "NOTIONAL RENT"

                  means the rent per square foot of the gross internal area of
                  the Notional Property as at the relevant Rent Review Date
                  assessed in similar manner to the assessment of the Open
                  Market Rent but with all necessary or appropriate adjustments
                  and adaptations to be applicable to the Notional Property

         "OPEN MARKET RENT"

                  means the yearly rent which might reasonably be expected to be
                  paid by a willing tenant to a willing landlord for a letting
                  of the Demised Premises on the relevant Rent Review Date with
                  vacant possession in the open market without taking a fine or
                  premium for a term of fifteen years commencing on the relevant
                  Rent Review Date subject to the provisions of this Lease as
                  amended by any subsequent document

                  (a)      except that:

                           (i)      the provisions in this schedule relating to
                                    Notional Property, Notional Rent and
                                    paragraph 2.4 of this Schedule shall be
                                    deemed to be deleted

                           (ii)     there shall be deemed to be omitted from the
                                    terms of such lease the amount of the
                                    Initial Rent; the tenant's break clause
                                    (5.10) above; and any reference to a minimum
                                    figure as contained in paragraph 2.3 of this
                                    Schedule;

                           (iii)    there shall be deemed to be rent reviews on
                                    each fifth anniversary of the relevant Rent
                                    Review Date which will be upwards only to
                                    open market rental levels (so far as
                                    applicable on the basis of this definition
                                    of Open Market Rent and without any unusual
                                    assumptions or disregards which might
                                    distort rent from normal market levels)

                  (b)      on the assumptions that at the relevant Rent Review
                           Date:

                           (i)      there has been a reasonable period in which
                                    to negotiate the terms of the letting taking
                                    into account the nature of the Property and
                                    the state of the market

                           (ii)     no account will be taken of any additional
                                    rent which might be offered by a prospective
                                    tenant with a special interest

                           (iii)    the Demised Premises are fit for immediate
                                    occupation and use

                           (iv)     no work has been carried out on the Demised
                                    Premises by the Tenant, any permitted
                                    occupier and/or its or their respective


<PAGE>
                                      -38-

                                    predecessors in title which has diminished
                                    the rental value of the Demised Premises

                           (v)      in case the Demised Premises or any access
                                    or essential services have been destroyed or
                                    damaged they have been fully reinstated and

                           (vi)     the  covenants  contained  in this  Lease or
                                    the part of the  Tenant  have been fully
                                    performed and observed

                           (vii)    the benefit of all rent free periods and
                                    other initial rental concessions
                                    (attributable only to time for fitting out
                                    as distinct from contributions to costs of
                                    fitting out or reverse premiums or incentive
                                    payments to prospective tenants) available
                                    to prospective tenants in the open market at
                                    the relevant Rent Review Date have been
                                    exhausted for the benefit of the prospective
                                    tenant to the intent that the Open Market
                                    Rent is to be the figure which would be
                                    payable at the expiry of any such period

                           (viii)   the willing landlord has or has not elected
                                    to waive exemption for VAT purposes in
                                    respect of supplies made by it in relation
                                    to the Demised Premises according to the
                                    actual position of the Landlord in relation
                                    to the Demised Premises at the time

                           (ix)     the gross internal area of the Demised
                                    Premises (measured in accordance with the
                                    Code) as now constructed shall be deemed to
                                    be 312,500 square feet

                  (c)      and disregarding at the relevant Rent Review Date
                           any:

                           (i)      effect on rent of the fact that the Tenant
                                    any undertenant or any of their respective
                                    predecessors in title has been or is in
                                    occupation of the Demised Premises

                           (ii)     goodwill attached to the Demised Premises by
                                    reason of the carrying on thereat of the
                                    business of the Tenant any undertenant or
                                    their respective predecessors in title

                           (iii)    any improvement to the Demised Premises
                                    which:

                                    (A)     was carried out by and at the
                                            expense of the Tenant or a permitted
                                            undertenant or any of their
                                            respective predecessors in title and

                                    (B)     was not carried out pursuant to an
                                            obligation to the Landlord or its
                                            predecessors in title and


<PAGE>
                                      -39-

                                    (C)     was carried out with Landlord's
                                            consent where required under this
                                            Lease and

                                    (D)     was carried out and completed during
                                            the Term or during any period of
                                            occupation immediately before the
                                            start of the Term (but not prior to
                                            practical completion of the original
                                            construction of the Demised
                                            Premises) under a licence or
                                            agreement for lease

                           (iv)     obligation of the Tenant to reinstate any
                                    works for which the Landlord may have
                                    granted consent

                           (v)      any enhancement to rental value attributable
                                    to the items set out in Schedule 5

2.       RENT PAYABLE

         The yearly rent payable under Clause 2.4.1 of this Lease shall from and
         after each relevant Rent Review Date be whichever is the highest of:

2.1      the yearly rent reserved under Clause 2.4.1 of this Lease immediately
         before the relevant Rent Review Date

2.2      the Open Market Rent on the relevant Rent Review Date

2.3      [pound symbol] 1,796,875

2.4      the product of the number of square feet as comprise the gross internal
         area of the Demised Premises (as specified in paragraph (b) (ix) of the
         definition of Open Market Rent) and the Notional Rent

3.       APPOINTED SURVEYOR

3.1      If the Landlord and the Tenant shall not have agreed the Open Market
         Rent or the Notional Rent by the relevant Rent Review Date or (if
         earlier) within three months of the service of any notice by the
         Landlord requiring the rent to be reviewed then the Open Market Rent
         and/or the Notional Rent (as the case may be) may be determined by a
         valuer (hereinafter called the "APPOINTED SURVEYOR") who shall be
         agreed upon in writing by the Landlord and the Tenant and in default of
         such agreement shall be nominated at the joint expense of the Landlord
         and the Tenant by the President for the time being of the Royal
         Institution of Chartered Surveyors (hereinafter in this Schedule called
         the "PRESIDENT") upon the application of either party at any time after
         the said three month period or the relevant Rent Review Date (as the
         case may be)

3.2      In the event that the Landlord gives notice that it does not require
         both the Open Market Rent and the Notional Rent to be determined it any
         relevant Rent Review Date (but only requires one of them to be
         determined) then there shall be no requirement to determine the other


<PAGE>
                                      -40-

4.       SURVEYOR'S DETERMINATION

         The Appointed Surveyor shall be an expert in rental values in the
         immediate vicinity of the Demised Premises and shall be bound to afford
         to both the Landlord and the Tenant the opportunity to make
         representations (whether written or oral at his option) regarding the
         Open Market Rent for the Demised Premises and/or the Notional Rent The
         Appointed Surveyor shall make his determination of the Open Market Rent
         and/or the Notional Rent acting as all Arbitrator and the provisions of
         the Arbitration Act 1996 (including any statutory modification or
         re-enactments thereof) shall apply and his determination shall be
         conclusive and binding on the parties and his fees which shall be fixed
         on a quantum merit basis shall be borne as he may determine

5.       LATE DECISIONS

         If on the relevant Rent Review Date the Open Market Rent or the
         Notional Rent (or whichever of them requires in accordance with
         paragraph 3 above to be determined) shall not have been agreed or
         determined as aforesaid the yearly rent reserved hereunder immediately
         before the relevant Rent Review Date shall continue to be payable until
         so agreed or until the determination of the Open Market Rent or the
         Notional Rent by the Appointed Surveyor but so that immediately on
         demand after such agreement or determination the excess difference (if
         any) over the amount actually so reserved and the amount that would
         have been payable had the determination been made before the relevant
         Rent Review Date shall be paid by the Tenant to the Landlord together
         with interest thereon at the base rate of National Westminster Bank PLC
         in respect of the period from the relevant Rent Review Date (or such
         later quarter day on which the payment would have been due) until the
         date of payment and if not so paid shall be recoverable as rent in
         arrear

6.       MEMORANDUM

         When the Open Market Rent or the Notional Rent (and the revised rent
         payable consequent thereon) shall be agreed or determined as aforesaid
         the memorandum endorsed on this Lease and Counterpart shall be
         completed and signed by the Landlord and the Tenant

7.       TIME NOT TO BE OF THE ESSENCE

         Time shall not be of the essence for any periods of time referred to in
         this Schedule


<PAGE>
                                      -41-

                               THE THIRD SCHEDULE

                             Form of Surety Covenant

The Surety COVENANTS with the Landlord as a primary obligation and on a full and
unqualified indemnity basis as follows:

1.       The Tenant will pay the Rents payable under this Lease on the date on
         which Rents become due and payable and will comply with all the
         obligations and conditions contained in this Lease relating to any
         other matter

2.       In default of compliance the Surety will pay the Rents or (as
         appropriate) comply with the obligation or condition in respect of
         which the Tenant has defaulted and the Surety will make good to the
         Landlord on demand all costs damage expense and liabilities resulting
         from any such default

3.       As and when called upon to do so by either the Landlord or the Tenant
         the Surely will enter into any Supplemental Document for the purpose of
         consenting to the Tenant entering into such Supplemental Document and
         confirming that all covenants by the Surety will remain in full force
         and effect in respect of the Lease as varied or amended by such
         Supplemental Document

4.       The Surety's liability shall remain in full force and effect and shall
         not be released notwithstanding any of the following it being
         acknowledged that the items in the list below are each separate and
         independent and not to be interpreted in the light of any other item:

4.1           any time or indulgence granted by the Landlord to the Tenant or to
              any other person liable or by the Landlord dealing with exchanging
              varying or failing to perfect or enforce any of its rights and
              remedies against the Tenant or any other person liable

4.2           any variation of or addition to or reduction from the terms of
              this Lease or any Supplemental Document

4.3           any non-acceptance of Rents or any of them in circumstances where
              the Landlord has reason to suspect a breach of covenant by the
              Tenant

4.4           the occurrence of any of the contingencies specified in Clause 5.1
              of this Lease

4.5           a surrender of part of the Demised Premises except that the Surety
              will have no liability in relation to the surrendered part in
              respect of any period following the date of surrender

4.6           any document which has the effect of operating as a deemed
              surrender and re-grant

4.7           this Lease being forfeited (subject to paragraph 15)

4.8           any incapacity or change in the name style or constitution of the
              Tenant

<PAGE>
                                      -42-

4.9           any change in the constitution of the Landlord or its absorption
              in or amalgamation with or the acquisition of all or part of its
              undertaking or assets by any other person or any reconstruction or
              reorganisation of any kind

4.10          any other act or thing by virtue of which (but for this provision)
              the Surety would have been released

5.       This guarantee covenant:

5.1           secures the ultimate balance from time to time owing to the
              Landlord by the Tenant and is a continuing security
              notwithstanding any settlement of account or other matter

5.2           is in addition to any present or future indemnity or guarantee or
              other document containing some obligation to pay discharge or be
              responsible for any indebtedness or liability of the Tenant (a
              "COLLATERAL INSTRUMENT") or right or remedy held by or available
              to the Landlord and

5.3           will not be in any way prejudiced or affected by the existence of
              any Collateral Instrument rights or remedies or by the Collateral
              Instrument becoming wholly or in part void voidable or
              unenforceable on any ground or by the Landlord compounding with
              any other person liable

6.       The Landlord will not be obliged to make any claim or demand on the
         Tenant or to resort to any Collateral Instrument or other means of
         payment held by or available to the Landlord before enforcing the
         Surety's covenants and no action taken or omitted by the Landlord in
         connection with any Collateral Instrument or other means of payment
         will discharge reduce prejudice or affect the liability of the Surety
         nor will the Landlord be obliged to apply any money or other property
         received or recovered in consequence of any enforcement or realisation
         of any Collateral Instrument or other means of payment in reduction of
         the liabilities which are guaranteed by the Surety

7.       The Surety warrants that it has not taken or received and undertakes
         that until all the liabilities which are guaranteed by the Surety have
         been paid or discharged in full it will not take or receive the benefit
         of any security from the Tenant or any other person in respect of its
         obligations under this guarantee

8.       Until all the liabilities guaranteed by the Surety have been paid
         discharged or satisfied in full (and notwithstanding payment of a
         dividend in any liquidation or bankruptcy or under any compromise or
         arrangement) the Surety agrees that without the prior written consent
         of the Landlord it will not:

8.1           exercise its rights of subrogation reimbursement and indemnity
              against the Tenant

8.2           demand or accept repayment in whole or in part of any indebtedness
              due to the Surety from the Tenant or from any other person liable
              or demand or accept any Collateral Instrument in respect of the
              same or dispose of the same


<PAGE>
                                      -43-

8.3           take any step to enforce any right against the Tenant or any other
              person liable in respect of any liabilities guaranteed by the
              Surety or

8.4           claim any set-off or counterclaim against the Tenant or any other
              person liable or claim or prove in competition with the Landlord
              in the bankruptcy or liquidation of the Tenant or any other person
              liable or have the benefit of or share in any payment from or
              composition with the Tenant or any other person liable or any
              other Collateral Instrument held by the Landlord for any
              liabilities guaranteed by the Surety or for the obligations or
              liabilities of any other person liable but so that if so directed
              by the Landlord it will prove for the whole or any part of its
              claim in the liquidation or bankruptcy of the Tenant on terms that
              the benefit of such proof and of all money received by it in
              respect of such proof shall be held on trust for the Landlord and
              applied in or towards discharge of the liabilities guaranteed by
              the Surety in such manner as the Landlord shall deem appropriate

9.       If contrary to Paragraphs 7 or 8.2 the Surety takes or receives the
         benefit of any security or receives or recovers any money or other
         property such security money or other property will be held on trust
         for the Landlord and will be delivered to the Landlord on demand

10.      The Surety agrees to reimburse the Landlord on demand for all legal and
         other costs charges and expenses on a full and unqualified indemnity
         basis which may be reasonably incurred by the Landlord in relation to
         the enforcement of the Surety's covenants

11.      All payments to be made by the Surety will be made in full without any
         set-off (legal or equitable) condition or counterclaim and subject as
         provided below free and clear of any deductions or withholdings If at
         any time any applicable law regulation or regulatory requirement or any
         governmental authority monetary agency or central bank requires the
         Surety to make any deduction or withholding in respect of taxes levies
         duties imposts or any charges from any payment due from the Surety the
         sum due from the Surety in respect of such payment shall be increased
         to the extent necessary to ensure that after making such deduction or
         withholding the Landlord receives on the due date for such payment and
         retains (free from any liability in respect of such deduction or
         withholding) a net sum equal to the sum which it would have received
         had no such deduction or withholding been required to be made The
         Surety shall indemnify the Landlord against any losses or costs
         incurred by reason of any failure of the Surety to make any such
         deduction or withholding or by reason of any increased payment not
         being made on the due date for such payment The Surety shall promptly
         deliver to the Landlord any receipts certificates or other proof
         evidencing the amount (if any) paid or payable in respect of any
         deduction or withholding as aforesaid

12.      Each of the provisions of this guarantee covenant is distinct and
         severable from the others and if at any time one or more of such
         provisions is or becomes illegal invalid or unenforceable the validity
         legality and enforceability of the remaining provisions will not in any
         way be affected or impaired


<PAGE>
                                      -44-

13.      The Surety agrees to pay interest on each amount demanded of it under
         this Schedule at the rate referred to in Clause 3.28 of this Lease from
         the date of demand until repayment (as well after as before judgment)

14.      If a liquidator or trustee in bankruptcy surrenders or disclaims this
         Lease or if this Lease becomes forfeited the Surety will at the request
         of the Landlord made within the three months following that surrender
         or disclaimer or forfeiture (as the case may be) take from the Landlord
         a lease of the Demised Premises for a term equal to the residue of the
         Term which would have remained had there been no surrender or
         disclaimer or forfeiture at the same rents and subject to the same
         obligations and conditions as are contained in this Lease That lease is
         to take effect from the date of such surrender or disclaimer or
         forfeiture (as the case may be) and in such case the Surety will pay
         the costs of that new lease and execute and deliver a counterpart of it
         to the Landlord

15.      If the Landlord does not require the Surety to take a new lease of the
         Demised Premises under the preceding Paragraph 14 the Surety will
         nevertheless on demand pay to the Landlord a sum equal to the Rents
         which would have been payable under this Lease but for the surrender or
         disclaimer or forfeiture (as the case may be) in respect of the period
         from the date of that surrender or disclaimer or forfeiture (as the
         case may be) until the expiration of three months from it or until the
         Demised Premises become re-let by the Landlord (whichever occurs first)
         together with all arrears of Rents outstanding under this Lease


<PAGE>
                                      -45-

                               THE FOURTH SCHEDULE

                                (Service Charge)

1.       The provisions of this Schedule shall have effect with regard to
         payment of the Service Charge and the expressions "Service Rent" and
         "Service Charge" shall have the meanings respectively given to them by
         the Headlease and the Management Deed

2.       The Tenant will pay to the Landlord in manner hereafter specified the
         Service Charge

3.       Payment will be made by the Tenant within 14 days of written demand
         therefor by the Landlord

4.       The Landlord may demand payment from the Tenant at any time:

         (a)      after; or

         (b)      within 14 days before

         the payment by the Landlord in respect of the Service Rent or Service
         Charge falls due under the Headlease or Management Deed (as the case
         may be)

5.       If at the expiration of the Term the payments by the Tenant hereunder
         shall have resulted in a credit to which the Landlord is entitled as
         against the Superior Landlord and/or the Management Company such credit
         shall be refunded by the Landlord to the Tenant

6.       The Certificate of the Management Company (or its Accountants) as to
         the amount of Service Rent or Service Charge shall (save in the case of
         manifest error and subject as stated in the Management Deed) be final
         and binding on the parties to this Lease

7.       Nothing in this Lease contained shall impose any obligation on the
         Landlord to do or perform any of the Services other than complying with
         the Landlord's obligations under Clause 4.4 of this Lease


<PAGE>
                                      -46-

                               THE FIFTH SCHEDULE

                     (Tenant's Works disregarded on review)

1.       Catering equipment

2.       Staff lockers

3.       Emergency generator

4.       Waste compactor

S.       Data voice and comms. Installations

6.       Data cable trunking

7.       Telephone and switchgear equipment

8.       Radio communication systems

9.       Material handling equipment

10.      Access control systems

11.      Aisle wire guided systems

 12.     Signage

 13.     Warehouse heating and ventilation

14.      Warehouse lighting

 15.     Gatehouse

 16.     Security Systems

17.      Racking

 18.     External lighting

 19.     External canopy

20.      Battery charging area - fixtures and fittings


<PAGE>

                                      -47-



                                           ( THE COMMON SEAL of PONTSARN
                                           ( INVESTMENTS LIMITED
                                           ( hereunto affixed in the presence of

                                            Director/s/Signature Illegible

                                            Secretary/s/Signature Illegible


                                   MEMORANDUM

We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease has been reviewed
under the provisions hereof and fixed in accordance with those provisions at
            POUNDS ([pound symbol]   ) per annum with effect from the     day of
                              20

Dated this       day of                  , 20



SIGNED for and on behalf of                          SIGNED for and on behalf of
the Landlord                                         the Tenant


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




<PAGE>
                                      -48-


                                   MEMORANDUM



We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease has been reviewed
under the provisions hereof and fixed in accordance with those provisions at
            POUNDS ([pound symbol]   ) per annum with effect from the     day of
                              20

Dated this       day of                  , 20



SIGNED for and on behalf of                         SIGNED for and on behalf of
the Landlord                                        the Tenant


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


<PAGE>
                                      -49-

                                   MEMORANDUM

We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease bas been reviewed
under the provisions hereof and fixed in accordance with those provisions at
            POUNDS ([pound symbol]   ) per annum with effect from the     day of
                              20

Dated this       day of                  , 20



SIGNED for and on behalf of                         SIGNED for and on behalf of
the Landlord                                        the Tenant


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



<PAGE>
                                      -50-

                                   MEMORANDUM

We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease bas been reviewed
under the provisions hereof and fixed in accordance with those provisions at
            POUNDS ([pound symbol]   ) per annum with effect from the     day of
                              20

Dated this       day of                  , 20



SIGNED for and on behalf of                         SIGNED for and on behalf of
the Landlord                                        the Tenant


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

<PAGE>


                         [MAP DEPICTING LEASED PREMISES]