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                                                                   EXHIBIT 4b.2

        LEASE AGREEMENT BETWEEN RONAN O'CAOIMH AND JIM WALSH WITH TRINITY
    BIOTECH MANUFACTURING LIMITED IN RESPECT OF OFFICE PREMISES IN BRAY, CO
                                WICKLOW, IRELAND




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THIS INDENTURE made the 26 day of November 2004

B E T W E E N

RONAN O'CAOIMH of Glencarrig, Delgany, County Wicklow, and JIM WALSH of Bramble
Lodge, Kilcroney, Bray, County Wicklow (hereinafter called "the Landlord") which
expression shall where the context so admits include their respective successors
in title, executors, administrators and assigns) of the one part, and TRINITY
BIOTECH MANUFACTURING LTD having its registered office at IDA Business Park,
Bray, County Wicklow (hereinafter called "the Tenant" which expression shall
where the context so admits include its permitted assigns) of the other part.

W I T N E S S E T H as follows:-

1.       DEFINITIONS

         In these presents and in the Schedules hereto (save where the context
         otherwise requires or implies) the following words and expressions
         shall have the meanings assigned to them hereunder:-

         1.1      THE DEMISED PREMISES

                  "the Demised Premises" shall mean the premises hereby demised
                  and more particularly described in the Second Schedule hereto.

         1.2      THE CONDUITS

                  "Conduits" shall mean and include all pipes, sewers, drains,
                  gutters, watercourses, wires, cables (including fibre optic,
                  cables), channels, subways, ventilators, trunking, ducts,
                  flues, Conduits and all conducting media of whatsoever nature
                  or kind.

         1.3      ADJOINING PROPERTY

                  "Adjoining Property" means any land and/or buildings and/or
                  air space adjoining or neighbouring (which includes overhead
                  and which also includes the retained lands) the Demised
                  Premises or any part thereof.

         1.4      PERPETUITY PERIOD

                  "Perpetuity Period" means the period commencing on the date of
                  this Lease and ending at the expiration of twenty years from
                  the date of the death of the last survivor of the issue now
                  living of the late President of Ireland Eamon de Valera.

         1.5      PLAN

                  "Plan" means Plan No 1, Plan No. 2, Plan No. 3 and Plan No. 4
                  attached to this Lease.

         1.6      THE IDA ESTATE

                  "the IDA Estate" means the lands of the IDA known as the IDA
                  Business Park, Bray, County Wicklow being the lands comprised
                  in Folio 11934F County Wicklow but excluding the lands
                  comprised in the estate.

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         1.7      THE ESTATE

                  "the Estate" means part of the lands of Folio 11974F County
                  Wicklow which are comprised in the Superior Lease situate at
                  the IDA Business Park, Bray, County Wicklow laid or to be laid
                  out by the Landlord as a development the likely extent of
                  which (without commitment) is shown on Plan No. 4 attached to
                  this Lease and thereon surrounded by a green verge line
                  together with any adjoining lands subsequently acquired within
                  the Perpetuity Period and incorporated at the Landlords option
                  as part of the Estate and the Tenant acknowledges that the
                  Estate and the extent thereof may at the Landlords option be
                  extended or reduced.

         1.8      THE ESTATE COMMON PARTS

                  "the Estate Common Parts" means those parts of the Estate that
                  consist of open spaces, water features, ponds, lakes, roads,
                  footpaths, grass margins, security huts or compounds, and any
                  other area or any other structure used or intended to be used
                  in common by the owners or occupiers of the Estate ( or any
                  part thereof) but does not include the Demised Premises or any
                  parts of the Estate which have been or are intended to be
                  assured (whether by way of conveyance, assignment or by long
                  lease) to any person other than a management company.

         1.9      THE OFFICE BLOCK

                  "the Office Block" means the hereditaments and premises
                  described in the First Schedule to this Lease.

         1.10     THE OFFICE COMMON PARTS

                  "the Office Common Parts" means those parts of the Office
                  Block not for the time being demised to nor in the exclusive
                  occupation of any tenant or licensee of the Landlord nor for
                  the time being intended or (as the case may be) designed for
                  letting or licensing as such the use and/or benefit of which
                  is common to the Tenant and/or the Landlord and/or the
                  Superior Lessor and/or the occupiers of any other part of
                  parts of the Office Block and others authorised by the
                  Landlord and/or the Superior Lessor and shall include but not
                  by way of exception the structure, exterior and structural
                  walls, structural floors and structural ceilings, foundations,
                  structural supports and columns, the roof, window frame and
                  glass (other than glass forming part of the Demised Premises)
                  and the shafts, wiring shafts, lifts, Lift Machinery and (save
                  where the same shall have been for the time being demised by
                  the Landlord) the plant room entrance doors, gates, foyers,
                  landings, lobbies, staircases, hallways, reception areas,
                  switch rooms, corridors, toilets, disabled toilets, landscaped
                  areas and any areas used for the purpose of car parking to the
                  extent that they are not let or licensed or intended for
                  letting or licensing and other common facility areas within
                  the cartilage of the said Office Block,

         1.11     THE MANAGEMENT COMPANY

                  "the Management Company" means such party which for the time
                  being has undertaken the obligations to provide the services
                  to the Estate Common Parts and/or the Office Common Parts.

         1.12     THE RETAINED LANDS

                  "the retained lands" means so much of the Estate that does not
                  comprise the Demised Premises.

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         1.13     LETTABLE UNIT

                  "lettable unit" means those parts of the buildings within the
                  Estate let or licensed or intended to be let or licensed to
                  occupational tenants or licensees but shall not include the
                  Office Common Parts in those buildings.

         1.14     MACHINERY

                  "Machinery" means all plant Machinery apparatus and equipment
                  required from time to time for any purpose in connection with
                  the Office Block (other than such as exclusively serves a
                  lettable unit in the Office Block) including but without
                  prejudice to the generality of the foregoing central
                  heating/air conditioning plant (if any) and fitting and
                  equipment.

         1.15     THE LANDLORD'S SURVEYOR

                  "the Landlords Surveyor" means the person or persons being a
                  suitably qualified chartered surveyor or surveyors appointed
                  by the Landlord for the purposes specified herein.

         1.16     SERVICE CHARGE

                  "the Service Charge" means the Office Service Charge and the
                  Landlord's Proportion of the Estate Service Charge (both as
                  hereinafter defined in the Third Schedule hereto) and the
                  Landlord's Proportion of the IDA Service Charge.

         1.17     THE LANDLORD'S PROPORTION

                  The Landlords Proportion of the IDA Service Charge means the
                  proportion of the costs and expenses set out at clause 3.3 and
                  clause 3.4 of the First Schedule to the Superior Lease
                  attributable to the Estate and payable from time to time by
                  the Landlord.

         1.18     THE SUPERIOR LEASE

                  "the superior lease" means the assurance of foot of which the
                  entity for the time being entitled to the reversion expectant
                  under determination of this Lease holds the Demised Premises
                  and which at the date hereof is a Lease dated the 2nd day of
                  February 2000 and made between Industrial Development Agency
                  (Ireland) of the one part and the Landlord of the other part.

2.       INTERPRETATION

         2.1      Where two or more persons are included in the expression "the
                  Landlord" and/or "the Tenant" the covenants which are
                  expressed to be made by the Landlord and/or the Tenant shall
                  be deemed to be made by such persons jointly and severally.

         2.2      Words importing the neuter gender include the masculine or the
                  feminine gender (as the case may be) and words importing the
                  masculine gender include the feminine gender and vice versa
                  and words importing the singular number include the plural
                  number and vice versa and words importing persons shall
                  include firms companies and corporations and vice versa.

         2.3      References to any right exercisable by the Landlord or any
                  right exercisable by the Tenant in common with the Landlord
                  shall be construed as including (where appropriate) the
                  exercise of such right by and in common with all other persons
                  authorised by the Landlord and/or the Management Company and
                  their and each of their agents professional advisers
                  prospective purchasers of any interest of the Landlord and/or
                  Management Company in the Demised Premises or in the Adjoining
                  Property contractors workmen and others and all other persons
                  having a like right.

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         2.4      Any reference to a Statute shall include any Statutory
                  Extension or modification or re-enactment for the time being
                  in force or any such Statute or any Orders Statutory
                  Instrument Notices Regulations Directions Bye Laws Directives
                  thereunder for the time being in force.

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

         2.6      The paragraph headings do not form part of this Lease and
                  shall not be taken into account in the construction or
                  interpretation thereof.

3.       DEMISE

         3.1      In consideration of the yearly rents (and the increases
                  thereof as hereinafter provided) and the covenants on the part
                  of the Tenant and the conditions hereinafter reserved and
                  contained the Landlord, and the Management Company HEREBY
                  DEMISE unto the Tenant ALL THAT AND THOSE the Demised Premises
                  TOGETHER WITH the exclusive use of 50/149 car parking spaces
                  shown coloured blue on Plan 3.

                  3.1.1    TOGETHER WITH full right and liberty for the Tenant
                           its permitted assigns and their permitted
                           under-tenants its and their servants, agents,
                           licensees and invitees and all other persons entitled
                           in common with other persons who have or hereafter
                           have the like right at all times hereafter by day or
                           by night and for all purposes with or without
                           vehicles to pass and re-pass along, over and upon
                           (subject on lot all regulations made from time to
                           time in relation to traffic and to the use of the
                           roadways forming part of the Estate) the roadways
                           forming part of the Estate, and over the roads
                           forming part of the IDA Estate.

                  3.1.2    The right of free passage and running of utilities
                           (subject to temporary interruption for necessary
                           repair and maintenance) to and from the Demised
                           Premises through the Conduits which are now or may at
                           any time during the Perpetuity Period be in under or
                           over or passing through the retained lands together
                           with all necessary rights and privileges necessary
                           for repairing and maintaining same.

                  3.1.3    The right 24 hours in every day (in common with the
                           Landlord and the other tenants of the Office Block
                           and all other persons similarly entitled or
                           authorised during the said term, their servants,
                           agents, invitees and licensees) to go pass and repass
                           over the Office Common Parts where necessary for the
                           purposes of obtaining access to and egress form the
                           demised Premises.

                  3.1.4    The right of support, and protection needed by the
                           Demised Premises from the retained lands.

                  EXCEPTING AND RESERVING unto the Landlord and the Management
                  Company and their respective tenants servants agents licensees
                  and all other persons entitled from time to time thereto:

                  3.2.1    the free right of uninterrupted passage and running
                           of water soil air gas electricity telephone and other
                           services from and to any adjoining or neighbouring
                           property through any Conduits which may at any time
                           during the said term be through in over or under the
                           Demised Premises or otherwise together with full
                           right of access at all reasonable times on giving due
                           notice in writing (except in cases of emergency) for
                           the purposes of inspecting maintaining replacing and
                           repairing the same the person ofr persons exercising
                           such rights making good any damage thereby occasioned
                           to the Demised Premises;

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                  3.2.2    full right and liberty on giving due notice in
                           writing at all times during the said term to enter
                           the demised Premises in order to maintain replace or
                           relay electricity , post office, telecommunications
                           or other cables, gas mains, water mains, sewers,
                           drains, telecommunication systems, and all other
                           services to and from the Adjoining Property the
                           person or persons exercising such right making good
                           any damage thereby occasioned to the Demised
                           Premises;

                  3.2.3    full right and liberty on giving due notice in
                           writing at any time hereafter to execute works and
                           make erections upon or to erect rebuild or alter any
                           buildings or erections on the Adjoining Property and
                           to use their Adjoining Property and buildings in such
                           manner as they may think fit;

                  3.2.4    all rights easements and privileges now belonging to
                           or enjoyed by any adjoining or neighbouring property;

                  3.2.5    the rights of light air space support protection and
                           shelter and all other easements and rights now or
                           hereafter belonging to or enjoyed by such other parts
                           of the Office Block and/or the Adjoining Property;

                  3.2.6    full right and liberty at any time during the term on
                           giving reasonable prior notice to the Tenant (except
                           in the case of emergency) to enter the demised
                           Premises to view the state and condition of and to
                           repair and maintain the Adjoining Property where such
                           work would not otherwise be reasonably practicable;

                  3.2.7    all mines and minerals in or under the Demised
                           Premises with full power of working and getting the
                           same provided reasonable compensation is paid to the
                           Tenant for any damage thereby occasioned to the
                           Demised Premises;

                  3.2.8    the right to provide and install on the exterior of
                           the Demised Premises a lightening conductor should
                           the Landlord deem necessary;

                  3.2.9    the right to enter onto and remain on the Demised
                           Premises for the purpose of performing any obligation
                           or carrying out any work which the Landlord and/or
                           the Management Company is obliged wither to the
                           Tenant and/or to any other party to perform or carry
                           out whether under this Lease or otherwise.

                  HABENDUM

                  TO HOLD to hold the Demised Premises unto the Tenant from the
                  1st December 2003 for the term of twenty five years.

                  REDDENDUM

                  YIELDING AND PAYING therefor and thereout during each of the
                  first five years of the said term the yearly rent of
                  (euro)380,871 and thereafter during each of the successive
                  periods of five years of which the first shall begin on the
                  1st day of December 2008 a rent equal to (a) the rent payable
                  hereunder during the preceding period or (b) such revised rent
                  as may from time to time be ascertained in accordance with the
                  provisions in that behalf contained in the First Part of the
                  Fourth Schedule hereto (whichever shall be the greater) AND
                  the rent in respect of each year of the said term is to be
                  paid by direct debit by equal quarterly payments in advance on
                  the 1ST DAY OF JANUARY, 1ST DAY OF APRIL, 1ST DAY OF JULY AND
                  1ST DAY OF OCTOBER in every year without any deduction set off
                  or counterclaim whatsoever.

                  AND ALSO PAYING BY WAY OF ADDITIONAL RENT the amount or
                  amounts payable by the Tenant pursuant to the Tenant's
                  covenant hereinafter contained in Clause 5.2 in respect of
                  insurances effected form time to time by the Landlord such
                  additional payments to be payable at the times and in the
                  manner specified at the said Clause 5.2 AND ALSO PAYING BY WAY
                  OF ADDITIONAL RENT the amount or amounts payable by the Tenant
                  pursuant to the Tenant's covenant hereinafter contained in
                  Clause 5.5.1 in respect of the provision or the procuring by
                  the Landlord of the services hereinafter contained such
                  additional payments to be payable at the times and in the
                  manner hereinafter specified.

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                  AND ALSO PAYING BY WAY OF ADDITIONAL RENT on demand all costs
                  damages expenses losses costs and demands which the Landlord
                  may from time to time incur in connection with or procuring
                  the remedying of any breach by the Tenant of any of the
                  covenants on the part of the Tenant herein contained.

4.       The rent for the time being payable by the Tenant hereunder shall be
         subject to increase in accordance with the provisions of the Fourth
         Schedule.

5.       TENANT'S COVENANTS

         The Tenant to the intent that the obligations may continue throughout
         the term hereby granted HEREBY COVENANTS with the Landlord as follows:-
         PAY RENT

         5.1      To pay the rent or increased rent herby reserved or any sums
                  payable thereunder on the days and in the manner herein
                  prescribed without any deductions.

         INSURANCE PREMIUMS

         5.2      To pay to the Landlord form time to time on demand without any
                  deductions or abatement the amount or amounts expended by the
                  Landlord for keeping on foot the insurance of the Demised
                  Premises in accordance with clause 6.2 hereunder.

         INTEREST ON ARREARS

         5.3      If the Tenant shall fail to pay the rent hereinbefore reserved
                  or any other sum reserved or made payable hereunder on the day
                  and in the manner herein prescribed for the payment of same
                  such unpaid rent or sum shall bear interest from the 14th day
                  after day or days on which the same shall become due to the
                  date of actual payment at a rate per annum of 2% (two per
                  cent) above the three months European Inter Bank Offered Rate
                  as quoted by Bank of Ireland or if there shall be no such rate
                  the corresponding or nearest appropriate rate thereto at the
                  date upon which the said sums fall due or become payable.

         PAY OUTGOINGS

         5.4      To pay and discharge all rates and taxes duties charges
                  assessments impositions and outgoings whatsoever whether
                  parliamentary parochial local or any other description which
                  are now or may at any time hereafter be charged taxed assessed
                  levied or imposed upon or charged taxed assessed levied or
                  imposed upon or payable in respect of the Demised Premises or
                  on the owner or occupier in respect thereof notwithstanding
                  any contract to the contrary except all Landlord's Income and
                  Capital Taxes, wealth and property taxes and to indemnify and
                  keep indemnified the Landlord against or arising out of same
                  or any expenses (legal or otherwise) in connection therewith.

         PAY FOR SERVICES

         5.5      To pay to the Landlord from time to time on demand without any
                  deduction or abatement:

                  5.5.1.1  30.42% of the costs and expenses incurred by the
                           Landlord in or about the provision of the services to
                           the Office Common Parts mentioned in the First Part
                           of the Third Schedule hereto (hereinafter called "the
                           Office Service Charge") payment to be made in
                           accordance with the provisions of the Third Part of
                           the Third Schedule hereto;

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                  5.5.1.2  12.18% of the Landlords Proportion of the Estate
                           Service Charge (as hereinafter defined in the Second
                           Part of the Third Schedule) in respect of the
                           provision of the services to the Estate Common Parts
                           payment to be made in accordance with the provisions
                           of the Third Part of the Third Schedule hereto;

                  5.5.1.3  12.18% of the Landlords Proportion of the IDA Service
                           Charge.

                  PROVIDED ALWAYS THAT if the Office Block described in the
                  First Schedule hereto is extended or reduced (whether by way
                  of sale or otherwise) the said percentage referred to in
                  clause 5.5.1.2 and the percentage referred to in clause
                  5.5.1.1 and the percentage referred to in clause 5.5.1.3 shall
                  be agreed as between the Landlord and the Tenant and in the
                  absence of agreement by a chartered surveyor agreed and
                  appointed by the Landlord and the Tenant or in the absence of
                  agreement within three calendar months at the request of the
                  Landlord by the President for the time being of the Society of
                  Chartered Surveyors or any successor body.

                  AND FURTHER PROVIDED ALWAYS that if the gross external floor
                  area of the Estate less the Estate Common Parts shall be
                  extended or reduced the Landlords Proportion of the Estate
                  Service Charge shall be as agreed between the Landlord and the
                  Tenant and in the absence of agreement by a Chartered Surveyor
                  agree and appointed by the Landlord and the Tenant or in the
                  absence of agreement within three calendar months at the
                  request of the Landlord by the President for the time being of
                  the Society of Chartered Surveyors or any successor body.

         5.5.2    The Tenant covenants to comply with all regulations made from
                  time to time in relation to the Estate and the enjoyment and
                  user of the Estate Common Parts and further agrees not to do
                  anything whereby any road, path, forecourt or other area over
                  which the Tenant may have rights of access or use or other
                  conveniences and easements whatsoever which may belong to or
                  be capable of being used or enjoyed by the Demised Premises in
                  common with any adjoining property may be damaged or the fair
                  use thereof by others may be obstructed in any manner
                  whatsoever.

         5.5.3    The Tenant covenants to observe and be bound by all reasonable
                  regulations as may from time to time be made by the Landlord
                  in relation to the use of the Office Common Parts.

         5.5.4    To pay all sums due for electricity or gas or water or other
                  fuel or service used or consumed by it on the Demised Premises
                  including any connection and hiring charges and meter rents
                  and to perform and observe all present and future regulations
                  and requirements of the electricity, gas and water supply
                  authorities or boards in respect of the supply and consumption
                  of electricity, gas and water on the Demised Premises.

         COMPLY WITH ENACTMENTS

         5.6      At all times during the said term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment for the time being in force or any orders or
                  regulations thereunder for the time being in force and to do
                  and execute or cause to be done and executed all such works as
                  under or by virtue of any such enactment or any orders or
                  regulations thereunder for the time being in force are or
                  shall be properly directed or necessary to be done or executed
                  upon or in respect of the Demised Premises or any part thereof
                  whether by the Landlord, Beneficial Owner Lessee Tenant or
                  Occupier and at all times to keep the Landlord indemnified
                  against all claims demands and liability in respect thereof
                  and without derogating from the generality of the foregoing to
                  comply with the requirements of any Local or other Statutory
                  Authority European Community Regulations, the provisions of
                  the Factories Act, 1955, Health Act, 1947, Office Premises
                  Act, 1958, Housing Acts 1966 and 1969, the Safety in Industry
                  Act, 1980, Fire Services Act, 1981, Waste Management Packaging
                  (Amendment) Regulations 1998 and the order or orders of any
                  Court of competent jurisdiction.

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         FIRE REQUIREMENTS

         5.7.1    At all times during the said term to comply with all the
                  reasonable requirements of the appropriate Fire Authority, the
                  insurers of the Demised Premises and the Landlord whether
                  notified or directed to the Landlord or the Tenant in relation
                  to fire precautions and will not obstruct the access to or
                  means of working any apparatus and appliances for the time
                  being installed in the Demised Premises or any other part of
                  the Office Block and will not obstruct the means fo escape
                  from the demised Premises or any other part of the Office
                  Block or lock any fire door while the Demised Premises is
                  occupied.

         5.7.2    To keep the Demised Premises supplied with such fire fighting
                  equipment as the insurers fo the Demised Premises and the
                  Office Block may require or as the Fire Authority may require
                  and to maintain the same to the satisfaction in an efficient
                  working order.

         NUISANCE

         5.8      To pay to the Landlord all costs charges and expenses which
                  may be incurred by the Landlord in abating a nuisance caused
                  by the tenant in respect of the Demised Premises and to
                  execute all such works as may be necessary for abating such a
                  nuisance in obedience to a Notice lawfully served by a Local
                  or Public Authority or pursuant to any Court Order.

         REPAIRS

         5.9      To keep clean and tidy and to repair and keep in good order
                  repair and condition from time to time and at all times during
                  the term hereby created the Demised Premises and without
                  derogating from the generality of the foregoing and to the
                  extent that they do not form part of the Office Common Parts
                  the doors locks plate glass and other windows fixtures
                  fittings fastenings wires waste water drains and other pipes
                  and sanitary and water apparatus and central heating plant
                  apparatus and installations and all walls if any forming part
                  of the Demised Premises and all Tenant signs and name plates
                  affixed to the exterior wall or walls surrounding the Demised
                  Premises or projecting therefrom and all stays supporting same
                  and the painting papering and decoration thereof and to
                  maintain repair and keep in good working order and condition
                  all plant and Machinery therein which exclusively serves the
                  Demised Premises including the Conduits and the central
                  heating and air conditioning plant (if any) the sprinkler
                  system all boilers and all electrical and mechanical plant
                  Machinery equipment and apparatus (damage by any of the
                  Insured Risks as hereinafter defined in Cause 6.2 hereof
                  excepted if and so long only as Policy or Policies of
                  insurance shall not have been vitiated or payment of the
                  Policy monies withheld or refused in whole or in part by
                  reason of any act neglect or default of the Tenant or the
                  servants agents licensees or invitees of the Tenant or any
                  other under-tenant or person under its or their control).

         PAINT INSIDE

         5.10     As often as is reasonably necessary and in any event not less
                  than once every five years (whether determined by effluxion of
                  time or otherwise) to prepare and paint or treat as
                  appropriate in a proper and workmanlike manner all the inside
                  wood metal and other works of the Demised Premises usually or
                  requiring to be painted with two coats at least of good oil
                  paint or good synthetic paint AND ALSO with such painting to
                  white-wash colour-wash grain varnish French or wax polish
                  paper or otherwise decorate in a proper and workmanlike manner
                  and with good quality materials all such internal parts of the
                  Demised Premises as have been or ought properly to be so
                  treated AND as often as may be necessary to clean and treat in
                  a suitable manner for its maintenance in good condition all
                  inside wood metal work and stone work (whether polished or
                  not) not required to be painted or French polished or
                  distempered and to clean all tiles glazed bricks aluminium
                  windows and doors and similar washable surfaces.

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         NOT TO DAMAGE OR INTERFERE

         5.11     Not to damage or interfere with the proper working of the
                  Machinery, utilities or Conduits in the Office Block and/or
                  the Estate and not to damage or interfere with the Office
                  Common Parts and/or the Estate Common Parts.

         PERMIT ENTRY

         5.12     To permit the Landlord, and/or the Superior Lessor their
                  Surveyors and agents with or without workmen and others at all
                  reasonable times after due Notice in writing (except in cases
                  of emergency when no Notice shall be required) to enter into
                  and upon and remain on the Demised Premises and every part
                  thereof and to take a plan of and examine the state of repair
                  and condition of the same and to take inventories of the
                  Landlord's fixtures to be yielded up at the expiration of the
                  said term and within two calendar Months (or sooner if
                  requisite) after Notice in writing to the Tenant of all
                  defects and wants of reparation found on such examination
                  shall have been given to repair and make good the same
                  according to such Notice and the covenants in that behalf
                  herein contained and in case the Tenant shall make default in
                  so doing it shall be lawful for the workmen or others to be
                  employed by the Landlord to enter upon the Demised Premises
                  (but without prejudice to the proviso for re-entry hereinafter
                  contained) and repair and restore the same and all expenses
                  incurred thereby shall on demand be paid by the Tenant to the
                  Landlord and if not paid shall be recoverable by the Landlord
                  as liquidated damages.

         PERMIT WORKS

         5.13     To permit the Landlord and/or the Superior Lessors and their
                  agents and workmen and other persons authorised by the
                  Landlord with all necessary appliances at all reasonable times
                  after due Notice in writing (except in cases of emergency when
                  no Notice shall be required) to enter upon the Demised
                  Premises or any part thereof to execute repairs or alterations
                  to or upon any Adjoining Property or to cleanse empty or
                  repair any of the sewers watercourses drains or gutters
                  belonging to the same the Landlord and others causing as
                  little inconvenience as possible and making good with all
                  practicable speed all damage to the Demised Premises thereby
                  occasioned.

         NOT TO DO ANYTHING TO INCREASE INSURANCE OR RENDER POLICY VOID

         5.14     Not to do or omit or suffer to be done or omitted any act
                  matter or thing whatsoever the doing or omission of which
                  would make void or voidable the insurance of the Office Block
                  or of the Landlord's fixtures and fittings therein or whereby
                  the rate of premium thereupon may be increased.


         NOT TO OVERLOAD STRUCTURE

         5.15     Not to do or permit or bring in or upon the Demised Premises
                  anything which may throw on the Demised Premises or on any
                  Adjoining Property any weight or strain in excess of that
                  which such premises are capable of bearing with due margin for
                  safety and in particular not to overload the floors or the
                  electrical installations or the other services of in or to the
                  Demised Premises nor suspend any excessive weight from the
                  ceilings or walls stanchions or the structure thereof.

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         NO BUILDINGS OR ALTERATIONS

         5.16.1   Not to erect any new building or new structure on the Demised
                  Premises or any part thereof nor to alter add to or change the
                  height elevation or external architectural or decorative
                  design or appearance of the Demised Premises nor to merge the
                  Demised Premises with any Adjoining Property;

         5.16.2   Not to alter divide cut maim injure or remove any of the
                  principal or load-bearing walls floors beams or columns of the
                  Demised Premises nor to make any other alterations or
                  additions of a structural nature to the Demised Premises;

         5.16.3   Not to make any alterations or additions to the Landlord's
                  fixtures or to any of the Conduits without obtaining the prior
                  written consent of the Landlord (such consent not to be
                  unreasonably withheld or delayed);

         5.16.4   Not to make any alterations or additions of a non-structural
                  nature to the Demised Premises without obtaining the prior
                  consent of the Landlord (which such consent not to be
                  unreasonably withheld);

         5.16.5   The Landlord may as a condition of giving consent under any of
                  the said sub-clauses 5.16.3 and 5.16.4 require the Tenant to
                  enter into such covenants as the Landlord shall require
                  regarding the execution of any such works.

         5.16.6   Where the Landlord is insuring any additions, alterations
                  and/or improvements carried out or being carried out by the
                  Tenant, in the event of the Tenant carrying out any
                  alterations or additions to the Demised Premises which
                  alterations or additions result in the increase in the cost of
                  reinstating the Demised Premises to notify the Landlord of the
                  increase in the reinstatement cost so as to enable the
                  Landlord adjust the insurance cover accordingly and to pay to
                  the Landlord any increased premium payable.

         REMOVE UNAUTHORISED STRUCTURES

         5.17     On the request in writing of the Landlord or its agent
                  forthwith to pull down and remove any building erection
                  alteration or addition erected placed or made in breach of any
                  of the foregoing covenants and if any portion of the Demised
                  Premises has been altered pulled down or removed in breach of
                  any of the foregoing covenants upon such request in writing as
                  herein provided forthwith to amend restore replace or rebuild
                  the Demised Premises according to the original plans and
                  elevations thereof.

         NUISANCE

         5.18     Not to do or permit not suffer to be done upon or in
                  connection with the Demised Premises or any part thereof or
                  any part of the Office Block anything which shall or may be or
                  become or cause a nuisance, damage, annoyance inconvenience
                  disturbance injury or danger to the Landlord or the owners
                  tenants or occupiers of any other part of the Office Block and
                  or the Estate and or the IDA Estate and not to permit suffer
                  or allow any odours, vapours, steam, water, vibrations, noises
                  or undesirable effects to emanate form the Demised Premises or
                  from any equipment or installation therein into other parts of
                  the Office Block and keep the Landlord fully and effectually
                  indemnified against all actions, proceedings, damages, costs,
                  expenses, claims or demands whatsoever arising out of or in
                  consequence of any breach or non observance of this covenant.

<PAGE>

         OBSTRUCTION OF SEWERS

         5.19     Not to allow to pass into the Conduits serving the Demised
                  Premises any noxious or deleterious effluent or other
                  substance which will cause an obstruction or injure the said
                  Conduits and in the event of any such obstruction or injury to
                  make good as soon as practicable all such damage and any
                  damage thereby caused to the Office Block to the reasonable
                  satisfaction of the Landlord's Surveyor.

         NO SIGNS

         5.20     Not to fix or exhibit or permit to be affixed or exhibited to
                  or upon any part of the exterior or interior so as to be
                  visible from the exterior of the Demised Premises or of the
                  external walls windows rails or fences thereof any pole flag
                  aerial burglar alarm advertisement poster notice or other sign
                  placard or thing whatsoever except such as subject to Planning
                  permission shall be approved in writing by the Landlord, or
                  the Landlord's Surveyor such approval not to be unreasonably
                  withheld.

         INFLAMMABLE GOODS AND NOISY MACHINERY

         5.21     Not to have store or keep upon the Demised Premises or any
                  part thereof any substance of an explosive or of an especially
                  inflammable or dangerous nature or such as might increase the
                  risk of fire or explosion or which might attach or in any way
                  injure by percolation corrosion or otherwise the Demised
                  Premises or the keeping or use whereof may contravene any
                  statute or local regulation or bye-law and not to house or
                  operate or permit to be housed or operated in or upon the
                  Demised Premises or any part of the Office Block any part
                  thereof any engine or Machinery of any kind other than the
                  usual office machines and which are not likely to cause any
                  undue vibration or be or become a nuisance annoyance or
                  disturbance to any other tenants or occupiers in any adjoining
                  or neighbouring property.

         USER

         5.22     Not to use or permit the Demised Premises or any part thereof
                  to be used for any purpose other than for a use as
                  manufacturing /offices/laboratory AND for no other purpose
                  save with the Landlord's written consent which consent shall
                  not be unreasonably withheld but it is hereby AGREED AND
                  DECLARED that it shall be reasonable for the Landlord to
                  refuse its consent on the grounds that such user would result
                  in the Demised Premises being used for a use which would not
                  be commercial or trade use.

         REFUSE

         5.23     Unless the Landlord is providing such a service to remove and
                  where appropriate dispose of all refuse generated out of the
                  Tenant's use and occupation of the Demised Premises and in
                  particular, to comply with the Waste Management (Packaging )
                  (Amendment) Regulations 1998.

         PROHIBITED USER

         5.24     Not at any time to use the Demised Premises or any part
                  thereof or allow the same to be used for any entertainment or
                  for any dangerous noisy noxious or offensive trade or business
                  or occupation whatsoever or fro a residence or for any illegal
                  or immoral purposes nor permit any sale by auction to be held
                  on the Demised Premises.

<PAGE>

         LOCAL AUTHORITY REQUIREMENTS

         5.25     At all times to comply with all requirements of the council or
                  the relevant Local Authority in connection with the user of
                  the Demised Premises for the purpose of the Tenant's business.


         FORECOURT

         5.26     Not to place or deposit or allow to be placed or deposited for
                  sale or otherwise outside any part of the Demised Premises any
                  goods articles or things whatsoever and not to obstruct or
                  allow to be obstructed the Office Common Parts or the
                  forecourt surrounding the Demised Premises.

         CONVEYANCING ACT NOTICES

         5.27     To pay to the Landlord all costs charges and expenses
                  (including legal costs and surveyor's fees) which may be
                  incurred by it incidental to the preparation and service of
                  any Notices under Clause 5.23 hereof and any Notices and
                  proceedings under Section 14 of the Conveyancing Act 1881
                  notwithstanding that forfeiture is avoided otherwise than by
                  relief granted by the Court and in connection with the
                  recovery or attempted recovery of arrears of rent or other
                  sums due from the Tenant or in procuring the remedying of the
                  breach of any covenant by the Tenant and in relation to any
                  application for consent required or made necessary by this
                  Lease whether or not the same is granted (except in cases
                  where the Landlord is obliged not to unreasonably withhold its
                  consent and the withholding of its consent is held to be
                  unreasonable), or whether or not the application has been
                  withdrawn and in relation to any application made by the
                  Landlord at the request of Tenant and whether or not such
                  application is accepted refused or withdrawn.

         NOT TO ASSIGN UNDERLET OR PART WITH POSSESSION

         5.28     Not to assign transfer or underlet or part with possession or
                  occupation of the Demised Premises or any part thereof or
                  suffer any person to occupy the Demises Premises or any part
                  thereof as a licensee but so that notwithstanding the
                  foregoing the Landlord shall not unreasonably withhold its
                  consent to an Assignment of the entire or any one floor or
                  part thereof or underletting of the entire or any one floor
                  and part thereof of the Demised Premises to an assignee or
                  underlessee of good and sufficient financial standing and
                  otherwise acceptable to the Landlord and subject to the
                  following provisions or such of them as may be appropriate
                  that is to say:-

                  5.28.1   The Tenant shall prior to any such Assignment or
                           under-letting apply to the Landlord and provide all
                           reasonable information concerning the proposed
                           transaction and concerning the proposed Assignee or
                           Under-Lessee as the Landlord may require;

                  5.28.2   The Landlord's consent to any such Assignment or
                           underletting shall be given in writing and shall be
                           given in such a manner as the Landlord shall decide
                           and the Tenant shall pay the reasonable costs in
                           connection with such consent;

                  5.28.4   In the case of an Under-Lease the same shall be of
                           the entire of any one floor or part thereof of the
                           Demised Premises at the then current market rent
                           without any deduction whatsoever and without a fine
                           or premium or the rent payable hereunder at the time
                           of the granting of such Under-Lease or proportionate
                           part thereof as the case may be (which ever is the
                           higher) and the Under-Lessee shall if required by the
                           Landlord enter into a direct covenant with the
                           Landlord to perform and observe all the covenants
                           (other than that for payment of the rent hereby
                           reserved) and condition herein contained and every
                           such Under-Lease shall also be subject to the
                           following conditions that is to say that it shall
                           contain:-

<PAGE>

                           5.28.4.1 an unqualified covenant on the part of the
                                    Under-Lessee not to under-lease or part with
                                    or share the possession of the whole or part
                                    only of the premises hereby demised;

                           5.28.4.2 a covenant on the part of the Under-Lessee
                                    not to assign the premises thereby demised
                                    without obtaining the previous consent in
                                    writing of the Landlord under the Landlord's
                                    Lease (if any) and of the Landlord;

                           5.28.4.3 a covenant condition or proviso under which
                                    the rent reserved by the Under-Lease shall
                                    be reviewed every five years and the Review
                                    Dates as therein defined shall be the days
                                    which are the Review Dates in this Lease
                                    (notwithstanding that this provision may
                                    necessitate a first review before the
                                    expiration of five years form the
                                    commencement of the Under-Lease) but
                                    otherwise in the same terms as provided in
                                    this Lease.

                           5.28.4.4 a covenant condition or proviso under which
                                    the rent from time to time payable under
                                    such Under-Lease shall not be less than the
                                    rent from time to time payable hereunder or
                                    proportionate part thereof as the case may
                                    be;

                           5.28.4.5 covenants and conditions in the same terms
                                    as nearly as circumstances admit as those
                                    contained in this Lease.

                  5.28.5   In the case that nay proposed Under-Lessee is a
                           company the Landlord may require as a condition of
                           its giving consent to the underlease that the
                           directors of the proposed Under-Lessee Company or
                           other persons approved by the Landlord enter into a
                           personal Guarantee for payment of the rent and
                           compliance with the covenants contained in the Lease.

                  5.28.6   The Tenant shall enforce at the Tenants own expense
                           the performance and observance of every such
                           undertenant of the covenants provisions and
                           conditions of the underlease and shall not at any
                           time either expressly or by implication waive any
                           breach of the same.

                  5.28.7   The Tenant shall not agree any reviewed rent with the
                           undertenant nor any rent payable on any renewal
                           thereof without the prior written consent of the
                           Landlord (such consent not to be unreasonably
                           withheld).

                  5.28.8   The Tenant shall not vary the terms or accept any
                           surrender of any permitted underlease without the
                           prior written consent of the Landlord (such consent
                           not to be unreasonably withheld).

                  5.28.9   Within fourteen days of every such Assignment or
                           Under-Lease the Tenant shall provide Notice thereof
                           in writing with particulars to the Landlord's
                           Solicitors or Agents and shall furnish them with a
                           true copy of such instrument and shall pay to the
                           Landlord's Solicitors their reasonable legal costs
                           and other expenses in connection with such an
                           Assignment or Under-Lease.

<PAGE>

         NO OBSTRUCTION

         5.29     Not to block up obstruct or enlarge any doorway passage window
                  light or other easement or make any new window or other
                  opening in the Demised Premises or in any manner obscure any
                  grating window or opening therein giving light to or otherwise
                  intended for the benefit of the Office Block or other premises
                  and not to give permission for any new window light opening
                  doorway path passage drain or other encroachment or easement
                  to be made into or against or upon the Demised Premises which
                  might be or grow to the damage annoyance or inconvenience of
                  the Landlord AND in case any such window ---- light opening
                  doorway path passage drain or other encroachment or easement
                  shall be made to give immediate notice thereof to the Landlord
                  immediately the same shall come to the notice of the Tenant
                  and at the request and cost of the Landlord to adopt such
                  means as may be reasonably required or deemed proper for
                  preventing any such encroachment or the acquisition of any
                  such easement.

         PLANNING ACTS

         5.30     In relation to The Planning Acts (by which expression it is
                  intended herein to designate The Planning & development Act,
                  2000 and the Planning & Development Act, 2001 any Statutory
                  modification or re-enactment thereof for the time being in
                  force and any Regulations or Orders made thereunder and if
                  applicable the Public Health Acts by which expression it is
                  intended herein to designate the Local Government (Sanitary
                  Services) Acts 1887 to 1964 and the Building Control Act, 1990
                  and any statutory modification or re-enactment thereof for the
                  time being in force and any Regulations and Orders made
                  thereunder):-

                  5.30.1   Not to do or omit or permit to be done or omitted
                           anything on or in connection with the Demised
                           Premises the doing or omission of which shall be a
                           contravention of the Planning Acts or of any Notices
                           Orders Licences Consents Permissions and
                           Conditions(if any) served made granted or imposed
                           thereunder or under any enactment repealed thereby
                           and to indemnify (as well after the expiration of the
                           said term by effluxion of time or otherwise as during
                           its continuance) and keep indemnified the Landlord
                           against all actions proceedings damages penalties
                           costs charges claims and demands in respect of such
                           acts and omissions or any of them and against the
                           costs of any application for the Planning Permission
                           and the works and things done in pursuance thereof;

                  5.30.2   In the event of the Landlord giving written consent
                           to any of the matters in respect of which the
                           Landlord's consent shall be required under the
                           provisions of this Lease or otherwise and in the
                           event of permission from any Planning Authority or
                           certificate from a Building Control Authority under
                           the Planning Acts being necessary for any addition
                           alteration or change in or to the Demised Premises or
                           for the change of user thereof to apply at the cost
                           of the Tenant to the Local and Planning and Building
                           Control Authorities as the case may be for all
                           consents and permissions and approvals and
                           certificates which may be required in connection
                           therewith and to furnish to the Landlord a copy of
                           any such application and to give notice to the
                           Landlord of the granting or refusal (as the case may
                           be) of all such consents and permission sand
                           approvals and certificates forthwith on the receipt
                           thereof and to comply with all such consents and
                           permissions and approvals and certificates and to
                           complete the work in compliance with such consents
                           permissions certificates and approvals and in
                           compliance with Building Regulations(if applicable)
                           and to furnish to the Landlord a Certificate of
                           Compliance with the relevant permission approval
                           consent certificate and Regulations duly completed by
                           an Architect having qualifications satisfactory to he
                           Landlord; and the Tenant will comply strictly with
                           the Building Regulation and will also furnish the
                           Landlord with copies of all applications for Fire
                           Safety Certificates, all Fire Safety Certificates
                           issued and an Architect's certificate of Opinion that
                           all such works have been carried out in substantial
                           compliance with the plans lodged with the application
                           for the Fire Safety Certificate as amended by any
                           conditions imposed by the Building Control Authority
                           together with an Architect's Certificate of Opinion
                           that all such works are in substantial compliance
                           with the Building Regulations.

<PAGE>

                  5.30.3   To give Notice forthwith to the Landlord of any
                           Notice Order or Proposal for Notice or Order served
                           on the Tenant under the Planning and Development Acts
                           and if so required by the Landlord to produce the
                           same and at the cost of the Tenant to make or join in
                           making such objections or representations in respect
                           of any proposal as the Landlord may require;

                  5.30.4   To comply at its own cost with any Notice or Order
                           served on the Tenant under the provisions of the
                           Planning Acts;

                  5.30.5   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
                           this sub-clause have been complied with in all
                           respects.

         INSURE PLATE GLASS

         5.31     To insure and keep insured the plate glass (if any) other than
                  the cladding in the Demised Premises in the mane of the
                  Landlord and Tenant in the full reinstatement costs thereof
                  and if required to produce the Policy and the receipt for the
                  latest premium.

         TO GIVE NOTICE

         5.32     Within seven days of the receipt of Notice of the same to five
                  full particulars to the Landlord of any Permission Notice or
                  Order made given or issued to the Tenant by any Government
                  Department or Local or Public Authority under or by virtue of
                  any statutory power and if so required by the Landlord to
                  produce such Permission Notice or Order or Proposal for a
                  Notice or Order to the Landlord and also without delay to take
                  all reasonable and necessary steps to comply with any such
                  Notice or Order and also at the request of the Landlord to
                  make or join with the Landlord in making objections or making
                  representations against or in respect of any such Notice Order
                  or Proposal as aforesaid as the Landlord shall deem expedient.

         REVERSIONARY INTEREST

         5.33     At all convenient hours in the daytime on twenty-four hours
                  Notice being given to permit all prospective Purchasers or
                  Dealers in the reversionary interests of the Landlord by order
                  in writing of the Landlord or its agents to view the Demised
                  Premises without interruption but so that no undue
                  interference is caused to the business of the Tenant.

         RE-LETTING SIGN

         5.34     To permit the Landlord and its agents and/or the Superior
                  Lessor on giving seven days prior written notice at any time
                  within six calendar months before the expiration or sooner
                  determination of the said term to enter upon the Demised
                  Premises and to fix and retain without interference upon any
                  suitable part or parts thereof (but not in any position likely
                  to interfere with the user of the Demised Premises) a Notice
                  Board for re-letting or disposing of the same and not to
                  remove or obscure the same and to permit all persons by order
                  in writing of the Landlord or its agents to view the Demised
                  Premises at all reasonable hours in the daytime without
                  interruption.

<PAGE>

         INDEMNITY

         5.35     To indemnify and keep indemnified the Landlord against all and
                  any expenses costs actions claims demands damages and other
                  liabilities whatsoever in respect of the injury or death of
                  any person or damage to any property howsoever arising
                  directly or indirectly out of:-

                  5.35.1   the state of repair or condition of the Demised
                           Premises;

                  5.35.2   the existence of any alterations thereto or to the
                           state of repair or condition of such alteration;

                  5.35.3   the user of the Demised Premises;

                  5.35.4   any work carried out or in the course of being
                           carried out to the Demised Premises by the Tenant its
                           servants or agents sub-lessees or sub-tenants;

                  5.35.5   anything now or hereafter attached to or projecting
                           therefrom.

         TO YIELD UP

         5.36     At the expiration or sooner determination of the said term
                  quietly to yield up the Demised Premises together with all the
                  Landlord's fixtures and all other fixtures and fastenings that
                  now are or which during the said term shall be affixed or
                  fastened thereto (except Tenant's or trade fixtures) in such
                  good and substantial repair and condition as shall be in
                  accordance with the covenants of the part of the Tenant herein
                  contained and in case any of the said fixtures and fittings
                  shall be missing broken damaged or destroyed to forthwith
                  replace them with others of a similar kind and of equal value
                  (damage by any of the Insured Risks as hereinafter defined in
                  Clause 6.2 excepted if and so long only as the policy or
                  policies of insurance shall not have been vitiated or payment
                  of the policy monies withheld or refused in whole or in part
                  by reason of any act neglect of default of the Tenant or the
                  servants agents licensees of the Tenant).

         TO PAY STAMP DUTY AND VAT

         5.37     To pay the Landlord the Stamp Duty on this Lease and the
                  Counterpart thereof and to pay all Value Added Tax (if any)
                  whether arising on the delivery hereof or whether arising as a
                  result of any neglect or default by the Tenant of its rights
                  and/or obligations (or exercise by the Landlord of its rights)
                  under this Lease and/or whether arising on any payments to be
                  made by the Tenant under or pursuant to this Lease.

         SAFETY FILE

                  5.38.1   In relation to any work form time to time undertaken
                           by or on behalf of the Tenant in on or to the demised
                           Premises or in the fitting out thereof to submit to
                           the Landlord all such drawings designs specifications
                           details and information as may be appropriate for the
                           up-dating of the Safety File maintained by the
                           Landlord in relation to the property comprising the
                           Demised Premises whether aloes or with other
                           premises.

<PAGE>

                  5.38.2   In relation to any such work as is referred to in
                           Clause 5.38.1 which shall require the preparation of
                           a Safety File or Files ("the tenant's Safety File")
                           by or on behalf of the Tenant the Tenant shall open
                           and maintain the Tenant's Safety File and shall
                           ensure that copies of all entries and items which are
                           or should be entered thereon shall forthwith be
                           furnished to the Landlord and that on any assignment
                           of the interest of the Tenant hereunder in the
                           Demised Premises the Tenant's Safety File shall be
                           delivered to the assignee and that on the
                           determination (howsoever effected)of the term hereby
                           granted the Tenant's Safety File shall be delivered
                           to the Landlord.

                  5.38.3   Without prejudice to the Tenant's obligations to
                           comply with The Safety, Health and Welfare at Work
                           (Construction) Regulations, 1995 as amended from time
                           to time ("the Regulations") the Tenant covenants that
                           in the event that it is requested to do so by the
                           Landlord, it will keep safely at the Demised Premises
                           any Safety File provided by the Landlord and will
                           procure that the Safety File is updated to take
                           account of any works carried out to the Demised
                           Premises (including any fit out works carried out by
                           the Tenant prior to the granting of this Lease) by
                           the Tenant or any other party with the Tenant's
                           authority. The Tenant further covenants that it will
                           make the Safety File available to the Landlord for
                           inspection and/or to any other person who requires to
                           inspect it for the purpose of compliance by either
                           the Landlord and/or such other person with any duties
                           imposed on either of them pursuant to the Regulations
                           and/or make the Safety File available for inspection
                           by any prospective successor in title of the
                           Landlord. The Tenant further covenants that it will,
                           forthwith upon request being made of it by the
                           Landlord, deliver up the Safety File to the Landlord.

         REGULATIONS

         5.39     The Tenant agrees to be bound by any regulations made by the
                  Landlord and/or the management company from time to time in
                  respect of the Estate.


6.       LANDLORDS COVENANTS

         THE LANDLORD AND THE MANAGEMENT COMPANY HEREBY COVENANT WITH THE
         TENANT;


         QUIET ENJOYMENT

         6.1      That the Tenant paying the rent hereby reserved and performing
                  and observing the several covenants and conditions and
                  agreements herein contained and on its part to be performed
                  and observed shall and may peaceably and quietly hold and
                  enjoy the premises hereby demised without interruption by the
                  Landlord or its assigns or any purchaser claiming under or in
                  trust for it.


<PAGE>

         INSURANCE

         6.2      SUBJECT to the landlord being able to effect insurance against
                  any one or more of the risks hereinafter specified AND SUBJECT
                  always to such exclusions excesses and limitations as are
                  normal and as may be imposed by the Landlord's insurers for
                  the time being hereof to procure that the Demised Premises is
                  insured in the name of the Landlord and all Landlord's
                  fixtures and fittings therein or thereon including glass are
                  kept insured in the full reinstatement cost (to be determined
                  from time to time by the Landlord or its surveyor and
                  including an inflationary factor subject to the Tenant's right
                  to require the Landlord to insure for a higher amount than the
                  full reinstatement cost as determined by the Landlord (against
                  damage by fire, explosion, lightning, impact, earthquake,
                  aircraft, frost, floods, landslip, storm and tempest,
                  terrorism, riot, civil commotion and malicious damage or
                  bursting or over-flowing of water tanks, apparatus or pipes,
                  corrosion of pipes, melting of pipes, melting of cables and
                  including demolition and site clearance expenses, Architects
                  and other fees and taxes in relation to the reinstatement of
                  the Demised Premises and all stamp duties exigible on any
                  building or like contract as may be entered into relative to
                  the reconstruction reinstatement or repair of the Demised
                  Premises or any part thereof resulting form the destruction
                  loss or damage thereof or thereto from any of the perils
                  aforesaid and public liability and three years loss of rent
                  and service charge (subject to quotation) and against such
                  other risks as the Landlord may from time to time consider
                  prudent and desirable (all such perils and risks for the time
                  being so covered by insurance are herein called "the insured
                  risks") and such risks may be covered by any policy or
                  policies of insurance as the Landlord may consider
                  appropriate. For the purpose of this Clause, the expression
                  "the Demised Premises" does not include (unless otherwise
                  specified by the Landlord) any additions, alterations or
                  improvements carried out or being carried out by the Tenant to
                  the Demised Premises.

         RE-INSTATE

         6.3      In case the Demised Premises and access thereto or any part
                  thereof shall be destroyed or damaged by fire or from any of
                  the insured risks then so as to render the Demised Premises
                  unfit for use and occupation then (subject to the Landlord
                  obtaining Planning Permission and all other necessary permits
                  licences and approvals) and as often as shall happen to lay
                  out all monies received in respect of such insurance as
                  aforesaid (other than in respect of rent and Service Charge)
                  (and making up any shortfall) as soon as practical in or upon
                  rebuilding repairing or reinstating the Office Block and the
                  Demised Premises and access thereto in good and substantial
                  manner unless the relevant policy shall have been vitiated or
                  rendered less than fully effected by way, act, neglect,
                  default or omission on the part of the Tenant or on the part
                  of any person in or upon the Office Block and/or the Demised
                  Premises with the Tenants authority PROVIDED ALWAYS that in
                  the event of the Landlord being unable to reinstate the Office
                  Block and/or the Demised Premises due to refusal of planning
                  or other approvals consents or licences the Landlord having
                  made all reasonable efforts on a timely basis to obtain same
                  the Tenant agrees to surrender this Lease when called upon by
                  the Landlord so to do and the Landlord agrees to accept a
                  surrender of this Lease should the Tenant require. For the
                  avoidance for doubt, unless otherwise notified in writing by
                  the Landlord to the Tenant pursuant to Clause 6.2 the
                  expression "the Demised Premises" will not include any
                  additions, alterations or improvements carried out or being
                  carried out by the Tenant.

         SERVICES

         6.4.1    Subject to payment by the Tenant of the Service Charge as
                  provided by Clause 5.5.1 to use its reasonable endeavours to
                  procure the provision or making available of the services
                  specified in the Third Schedule hereto.

         6.4.2    The Landlord covenants to pay the Landlords Proportion of the
                  Estate Service Charge as defined in the Second Part of the
                  Third Schedule to the person entitled thereto forthwith it is
                  received by the Landlord from the Tenant and will use its
                  reasonable endeavours to procure the provision or making
                  available of the services specified in the Third Schedule
                  hereto.

         6.4.3    The Landlord covenants to pay the Landlords Proportion of the
                  IDA Estate Service Charge to the person entitled thereto
                  forthwith it is received by the Landlord form the Tenant and
                  will use its reasonable endeavours to procure the provision or
                  making available to the services specified in the Superior
                  Lease.

<PAGE>

         6.4.4    The Landlord further covenants to take account of all
                  reasonable requirements and requests of the Tenant in relation
                  to the provision of the services specified in the Third
                  Schedule hereto (and to make such reasonable requirements and
                  requests known to the person obliged for the time being to
                  provide the said services) and further, the Landlord covenants
                  (at the request and reasonable expense of the Tenant) to
                  exercise whatever rights it has against the person for the
                  time being obliged to provide the said services in the event
                  that the services are not being provided in the manner in
                  which the person for the time being obliged to the Landlord is
                  so obliged.

7.       PROVIDED ALWAYS and it is hereby agreed and declared as follows:-

         FORFEITURES

         7.1      If:-

         7.1.1    the said rent or nay interest on arrears of rent or nay sum
                  payable hereunder or nay part thereof shall be unpaid for 14
                  days after any of the days hereinbefore appointed for payment
                  whether the same shall have been lawfully demanded or not; or

         7.1.2    any covenants on the Tenant's part herein contained shall not
                  be observed and performed; or

         7.1.3    the Tenant being an individual or a firm shall become a
                  bankrupt or compound or arrange with his or its creditors or
                  being a Company shall go into liquidation either compulsory or
                  voluntary except for the purpose of reconstruction or
                  amalgamation; or

         7.1.4    the Tenant being a Company shall permit or suffer to be
                  appointed a Receiver over its assets.

         7.1.5    The Tenant being a Company shall permit or suffer an Examiner
                  to be appointed over its assets.

                  THEN and in any of the said cases and at any time thereafter
                  it shall be lawful for the Landlord or any person or persons
                  authorised by the Landlord to enter upon the Demised Premises
                  or any part thereof in the name of the whole and to repossess
                  the same and enjoy the same as if this Lease had not been
                  executed but without prejudice to any right of action or
                  remedy on either party in respect of any antecedent breach of
                  any of the covenants by the other herein contained.

         SUSPENSION OF RENT

         7.2      If during the said term the Demised Premises or any part
                  thereof shall be destroyed or damaged by any of the Insured
                  Risks so as to be unfit for occupation or use and the policy
                  or policies of insurance effected by the Landlord shall not
                  have been vitiated or payment of the policy monies withheld or
                  refused in whole or in part in consequence of any neglect or
                  default of the Tenant its servants agents or licensees the
                  rent and service charge (subject to quotation) hereby reserved
                  and the obligations of the Tenant as to the maintenance and
                  repair of the Demised Premises or a fair proportion thereof
                  according to the nature and extent of the damage sustained
                  shall be suspended until the Demised Premises with or without
                  the basement thereof at the discretion of the Landlord shall
                  have again been rendered fit for occupation or use by the
                  Tenant or become accessible and any dispute concerning the
                  provisions of this clause shall be determined by a single
                  arbitrator in accordance with the provisions of the
                  Arbitration Acts 1954 to 1998 or any statutory enactment in
                  that behalf for the time being in force. For the avoidance of
                  doubt, unless otherwise notified in writing by the Landlord to
                  the Tenant pursuant to Clause 6.2, the expression "the Demised
                  Premises" will not include any additions, alterations or
                  improvements carried out or being carried out by the Tenant.

<PAGE>

         NO WARRANTY

         7.3      Nothing in this Lease contained shall be deemed to constitute
                  any warranty by the Landlord that the Demised Premises and the
                  Office Block or any part thereof are authorised under the
                  Planning Acts or otherwise for use for any specific purposes
                  other than the use of offices at the date of this Lease.

8.       NOTICES

         8.1      IN addition to any other prescribed mode of service any
                  Notices requiring to be served on the Tenant hereunder shall
                  be validly served if left addressed or sent by post to the
                  Tenant (or if there shall be more than one of them to any one
                  or more of them) at the Demised Premises or at the last known
                  address or addressed of the Tenant or Tenants or any of them
                  in the Republic of Ireland and any Notice required to be
                  served on the Landlord shall be validly served if left or
                  posted to on of the Landlords at his respective address set
                  out above or if the Landlord is a limited company to the
                  registered office of the Landlord or in either case to any
                  substituted address nominated by the Landlord form time to
                  time and notified to the Tenant and any such Notices may be
                  served by the Landlord's servants or agent s and be served on
                  the Tenant's servants or agents.

9.       ARBITRATATION

         9.1      All disputes which arise between the parties in connection
                  with this Lease or the subject matter of this Lease (except
                  where the same relates to forfeiture of this lease or relief
                  from forfeiture or matters related thereto or where the means
                  of resolving such dispute is expressly referred to in this
                  Lease) shall be decided by an Arbitrator agreed by the parties
                  or in default of agreement appointed by the President for the
                  time being of the Law Society of Ireland or in the event of
                  his being unwilling or unable to do so by the next Senior
                  Officer of the Society who is willing and able to make the
                  appointment.

         9.2      The provisions of Clause 9.1 shall apply also to the
                  appointment (whether by agreement or otherwise) of any
                  replacement Arbitrator where the original Arbitrator (or any
                  replacement) has been removed by Order of the High Court or
                  refuses to act or who is incapable of acting or dies.

10.      APPLICABLE LAW

         10.1     Subject to Clause 9 hereinbefore set out this Lease shall in
                  all respects be governed by and interpreted in accordance with
                  the laws of Ireland and the Tenant hereby irrevocably agrees
                  that the Courts of Ireland are to have jurisdiction in all or
                  any disputes which arise in connection with this Lease and
                  that accordingly any suit, action or proceedings arising out
                  of or in connection with this Lease may be brought in such
                  Courts.

         10.2     The Tenant hereby irrevocably waives any objection which they
                  or either or them may have now or hereafter to the taking of
                  any proceedings in any such Court as is referred to in this
                  Clause and any claim that any such proceedings have been
                  brought in an inconvenient forum and further irrevocably agree
                  that any judgement in any proceedings brought in the Courts of
                  Ireland shall be conclusive and binding upon them and may be
                  enforced in the courts of any other jurisdiction.

         10.3     Nothing contained in this clause shall limit the right of the
                  Landlord to take proceedings against the Tenant in any other
                  Court of competent jurisdiction not shall the taking of
                  proceedings in one or more jurisdictions preclude the taking
                  of proceedings in any other jurisdiction whether concurrently
                  or not.

<PAGE>

         10.4     The Tenant agrees that proceedings may be served upon the
                  Tenant by delivery at the Demised Premises or at such other
                  address in the Republic of Ireland as the tenant may from time
                  to time notify to the Landlord inwriting for this purpose.

11.      SEVERABILITY

         11.1     If any term or provision of this Indenture shall be held to be
                  invalid or unenforceable in whole or in part for any reason
                  then such term or provision or part shall to that extent be
                  deemed not to form part of this Indenture but the validity and
                  enforceability of the remainder of this Indenture shall not be
                  affected.

12.      PERPETUITY

         12.1     If any term or provision of this Indenture would but for this
                  provision be void in whole or in part under the rule against
                  perpetuities then such tremor provision or part shall to that
                  extent be read and construed as if there had been included
                  therein a restriction limiting the vesting of future interest
                  in property thereby purported to be vested to the Perpetuity
                  Period.

13.      CURRENCY

         13.1     "EURIBOR" means in relation to any unpaid sum, the daily rate
                  for deposits in euro for the specified period applicable
                  thereto on Telerate (or any successor service) page 248 (or
                  any relevant successor page). If no such quotation is
                  available, EURIBOR will be the rate per annum for deposits in
                  euro determined to be equal to the arithmetic mean (rounded
                  upwards to four decimal places) of the six month rate adjusted
                  to reflect the number of days of default at which at least
                  three banks who generally provided quotes on Telerate page 248
                  when quotations were last available thereon was offering to
                  prime banks in the European Interbank Market deposits in euro
                  and for the specified period at or about 11.00 am on the
                  relevant Rate Fixing Day. For the purposes of this definition
                  "SPECIFIED PERIOD" means the period in respect of which
                  EURIBOR falls to be determined in relation to the unpaid sum;
                  "EURO" or "(EURO)" means the single currency of Participating
                  Member States.

IT IS HEREBY CERTIFIED by the parties hereto that the premises hereby demised is
situate in the Urban District of Bray.

IT IS HEREBY FURTHER CERTIFIED that Section 53 (Lease combined with Building
Agreement for a dwellinghouse/apartment) of the Stamp Duties Consolidation Act
1999 does not apply to this instrument

IT IS HEREBY FURTHER CERTIFIED that the consideration for the Lease is wholly
attributable to property which is not residential property and that the
transaction effected by this Instrument does not form part of a larger
transaction or of a series of transactions in respect of which the amount or
value of the aggregate amount or value of the consideration to other than rent
which is attributable to property which is not residential property exceeds
(euro)6,350.00

IT IS HEREBY FURTHER CERTIFIED the Tenant is a body corporate incorporated in a
member state of the European Communities or other European State which is
contracting party to the European Economic Area Agreement and having its
registered office, central administration or principal place of business within
the territory of those States.

IN WITNESS whereof the parties hereto have hereunto executed these presents the
day and year first herein WRITTEN


<PAGE>


SIGNED SEALED AND DELIVERED
by RONAN O'CAOIMH


Witness:


SIGNED SEALED AND DELIVERED
by JIM WALSH



Witness:



PRESENT when the COMMON SEAL
of TRINITY BIOTECH MANUFACTURING LTD
was affixed hereto:

Director:



Witness:



<PAGE>


                                 FIRST SCHEDULE

                                THE OFFICE BLOCK

ALL THAT AND THOSE the premises known as One Southern Cross, IDA Business Park,
Bray, Co. Wicklow for the purposes of identification only outlined in blue on
Plan No. 3 together with the appurtenances thereto and all additions thereon and
such of the walls that divide the premises from any other property are party
walls and shall be maintained accordingly.

                                 SECOND SCHEDULE

                              THE DEMISED PREMISES

ALL THAT AND THOSE the portion of the Office Block located on the ground and
second floors shown for the purposes of identification only outlined in red on
Plan No. 1 and Plan No. 2 and without derogating from the generality of the
foregoing includes:-

(a)    the internal plaster surface finishes of all structural or load bearing
       walls, structural or load bearing beams, structural or load bearing
       pillars and structural and load bearing columns therein or which enclose
       the same but not other part or parts of such walls, beams, pillars or
       columns;
(b)    the screeded floor finishes so that the lower limit of the Demised
       Premises shall include such finishes but shall not extend below them and
       in the event of any raised floors the Demised Premises shall include the
       cavity below any raised floors;
(c)    the cavity above any suspended ceilings but so that the upper limit of
       the Demised Premises shall not extend above the surface finish of any
       ceilings above such suspended ceilings;
(d)    the entirety of all internal, non structural or non load bearing walls
       and columns within the Demised Premises;
(e)    the inner half severed medially of the internal non load bearing walls
       (if any) that divide the Demised Premises from other parts of the Office
       Block.
(f)    the glass in the doors and door frames within the Demised Premises
(g)    all cisterns, tanks, radiators, boilers, heating apparatus and conduits
       within and used solely for the purposes of the Demised Premises;
(h)    all additions and improvements to the Demised Premises

EXCEPTING AND RESERVING from this demise ALL THOSE the structure, exterior and
structural walls, exterior window frames and glass therein and cladding thereon,
floor slabs, foundations structural ceilings, structural supports and columns,
roof and all other parts of the Office Common Parts.


                                 THIRD SCHEDULE

                                   FIRST PART

                (SERVICES IN RELATION TO THE OFFICE COMMON PARTS)

<PAGE>

1.     The maintenance upkeep repair cleaning and painting and as may be
       necessary redecoration protection servicing and lighting of the Office
       Common Parts and any landscaping maintenance.

2.     The maintenance upkeep repair cleaning supply and replacement of carpet
       floor coverings and light fittings in the Office Common Parts as the
       Landlord may from time to time reasonably deem fit.

3.     The maintenance upkeep repairing operation painting of all or any of the
       following items in or in relation to the Office Common Parts or otherwise
       serving the same:-

       (a)    the conduits, (b) the utilities
       (c)    the systems in the Office Block
       (d)    the plant and machinery serving the Office Block (whether situate
              within or outside the Office Block)
       (e)    fixtures and fittings
       (f)    maintenance and cleaning equipment and materials and cleaning
              machinery
       (g)    internal telephones (if any) close circuit T.V. (if any and
              tannoys (if any)
       (h)    flowerbeds and external and internal landscaping (if any)
       (i)    the heating and ventilation plant.

4.     The repair and renewal of security alarm (if any) from time to time, fire
       fighting equipment (if any) from time to time (including extinguishers
       and hose reels (if any) emergency lights and provision of such security
       as the Landlord shall from time to time deem necessary including repair
       and (where beyond economic repair) renewal of access systems and
       including equipment for the control of traffic.

5.     Provision for such rates as may from time to time be assessed on the
       Office Common Parts and any special costs which may be charged by the
       Local Authority in relation thereto.

6.     The cleaning and redecoration of the external surfaces in the Office
       Block.

7.     The cleaning of the Office Common Parts (including windows thereof) and
       the cleaning of the outside of all other glass and windows in the Office
       Block provided that the Landlord may elect to include the cleaning of the
       inside of the glass and windows forming part of the Demised Premises and
       all other parts of the Office Block.

8.     The cost of waste disposal including the cost of provision and
       maintenance of equipment for handling waste (whether purchased or
       leased).

9.     The cost of labour fuel materials commodities and incidentals in relation
       to matters particularised in this Schedule.

10.    The provision of any such special or independent insurance as the
       Landlord may reasonably deem fit in respect of the machinery and systems
       in the Office Block and the conduits and utilities in the Office Common
       Parts.

11.    Provision for professional and other fees costs and charges in management
       and operation of the Office Block and Value Added Tax thereon (including
       but without prejudice to the generality of this Clause the fees of the
       Auditor in auditing the office service costs and service charge figures
       and the fees of the Landlord's Surveyor and/or managing agent and Value
       Added Tax thereon).

12.    The supply distribution and provision (in relation to those parts of the
       Office Block equipped to receive the same) of:-

       (a)    hot and cold water (if installed);

       (b)    electricity and gas (if installed);

<PAGE>

       (c)    central heating during the hours and at such times of year as may
              periodically be determined by the Landlord AND in relation to any
              such determination the Landlord shall have due regard to the
              supply of oil or other energy to operate the central heating/ air
              conditioning systems and likely requirements of the Tenant and the
              occupiers for the time being of the Office Block without being
              obligated to consult with them unless it so deems fit.

       PROVIDED HOWEVER that where any of the said services are separately
       metered to the Demised Premises or are otherwise so dealt with that the
       consumption and user thereof in or in relation to the Demised Premises
       can be independently ascertained the costs and expenses incurred in this
       regard shall be assessed directly to and met by the Tenant on demand and
       shall not be incorporated in the Service Charge.

13.    At the option of the Landlord provision for the cost of insuring the
       machinery in the Office Block against renewal and replacement.

14.    The cost of repair renewal maintenance decoration cleaning of and
       supplies to the toilets.

15.    The cost of repair renewal maintenance decoration and cleaning of the
       lift lobby.

16.    The cost of repair maintenance upkeep operation renewal and replacement
       of the lifts in the Office Block.

17.    Provision of such porter and/or receptionist and reception facilities as
       the Landlord considers desirable

18.    Provision from time to time of such agent or agents and management
       personnel for the management of the Office Block as the Landlord
       considers desirable.

19.    Provision of all such further or other services or amenities as the
       Landlord shall with the consent of the Tenant consider ought properly to
       be provided for or in connection with the Office Block or for the comfort
       and convenience of the occupiers thereof PROVIDED ALWAYS that the Tenant
       expressly acknowledges that the Landlord may from time to time cease to
       provide, vary or add to the services to be provided to the Office Common
       Parts if the Landlord shall reasonably deem it desirable for the more
       efficient management security or operation of the Office Block.

       The expression "professional and other fees costs and charges in the
       management and operation of the Office Block" hereinbefore used shall be
       deemed to include not only those costs fees outgoings and expenses and
       other expenditure hereinbefore described which have been actually
       disbursed incurred or made by to the Landlord's Surveyor and/or its
       managing agent during the year in question but also such reasonable part
       of all costs fees outgoings expenses and other expenditure hereinbefore
       described and which are of a periodically recurring nature (whether
       recurring by regular or irregular periods) whenever disbursed incurred or
       made.

                                   SECOND PART

                (SERVICES IN RELATION TO THE ESTATE COMMON PARTS)

1.     The Estate Common Parts and such portions of the retained lands which do
       not form part of the estate Common Parts but which consist of car parking
       spaces, access ways, open spaces (until a building or buildings has or
       have been erected on such portions) are kept and maintained in good
       order, repair and condition (including marking of car parking spaces) and
       all other services, matters things and facilities whatsoever, necessary
       or deemed desirable for the running of the Estate.

<PAGE>

2.     For the purposes of this Lease, the Estate Service Charge means the
       aggregate costs, expenses and outgoings paid incurred or to be paid
       incurred or borne by either the Landlord and/or the management company in
       discharging the obligations executing the works and providing the
       services, amenities and facilities (which without limiting the generality
       of the foregoing may include the costs and expenses incurred in making,
       laying, repairing, maintaining, rebuilding, decorating, cleansing,
       regulating, lighting and insuring as the case may be any roadways
       forecourts passageways easements party walls or fences or party
       structures conduits landscape areas open spaces water features grass
       margins and car parking spaces or other conveniences and easements
       whatsoever which may belong to or be capable to being used or enjoyed by
       the Demised Premises with any adjoining property and the costs of
       providing directional signs thereon, paying rates therefore and the
       provision of refuse collection therefrom and the costs of management
       thereof and the cost of providing security arrangements for the Estate
       and the cost of providing a bus service in the Estate) which with the
       Landlord and/or the Management Company is obliged and or entitled (in its
       absolute discretion) to provide to the Tenant and all persons including
       bodies corporate (other than the Management Company) from time to time
       who hold any part of the Estate in fee simple or a leasehold Estate
       derived immediately out of the freehold interest in the Estate or any
       nominee or nominees of such person or persons, and the "Landlords
       Proportion of the Estate Service Charge" shall mean the proportion of the
       Estate Service Charge attributable to the Office Block and payable from
       time to time by the Landlord which said proportion shall be equal to the
       ratio which the gross internal floor area of the Office Block bears to
       the gross internal floor areas of the completed blocks in the Estate form
       time to time and in this regard the certificate of the Landlord shall
       (save in the case of manifest error) be conclusive and binding on the
       Tenant.

3.     Notwithstanding the provisions of clauses 1 and 2 of this part of this
       Schedule and/or any other provision of this Lease, the Tenant expressly
       acknowledges that that the Landlords Proportion of the Estate Service
       Charge may form time to time include such portion of the costs, expenses,
       outgoings paid, incurred or to be paid incurred or borne by either the
       Landlord and/or the Management Company (as they or any of them shall in
       their absolute discretion deem reasonable) in providing services,
       amenities and facilities which on the basis of fairness and
       reasonableness are not levied on all occupants of the Estate.

                                   THIRD PART

1.     The amount of the Service Charge (by which is meant the Office Service
       Charge and the Landlords Proportion of the Estate Service Charge and the
       Landlord's Proportion of the IDA Estate Service Charge) shall be
       ascertained and certified annually by a Certificate (hereinafter called
       "the Certificate") signed by the Auditor and the Landlord's managing
       agent as soon after the end of the Landlord's financial year as may be
       practicable and shall relate to such year in manner hereinafter
       mentioned.

2.     The expression "the Landlords financial year" shall mean the period form
       1st day of January to the 31st day of December (both days inclusive) or
       such other annual period as the Landlord may in its discretion from time
       to time determine as being that in which the accounts of the Landlord
       either generally or relating to the Office Block shall be made up and
       shall notify the Tenant thereof.

3.     The certificate shall state the total costs of providing the services set
       out in the First Part and the Second Part of this Schedule and the cost
       of the services comprised in the Superior Lease for the Landlord's
       financial year to which it relates and the proportion of the Tenant's
       liability hereunder and the Certificate (or a copy thereof duly certified
       by the person by whom same is given) shall in relation to matters of fact
       be (in absence of manifest error) conclusive evidence for the purposes
       hereof of the matters which it purports to certify and shall (save in the
       case of manifest error) be final and binding on the parties hereto.

4.     The Landlord shall make available for inspection upon request all
       receipts invoices and other documents to vouch the Certificate.

<PAGE>

5.     On the 1st day of January, the 1st day of April, the first day of July
       and the 1st day of October in every year of the term hereby granted the
       Tenant shall pay to the Landlord in advance such sums by equal quarterly
       instalments (hereinafter referred to as " the Advance Payments") as the
       Auditor and/or the Landlord and/or the Landlord's managing agent shall
       from time to time at the commencement of the Landlord's financial year
       certify as being fair and reasonable and on account of the Service Charge
       for the said financial year PROVIDED ALWAYS that in respect of the
       Landlord's financial year commencing on the 1st day of January 2000 and
       the subsequent years of the term hereby granted the Advance Payments
       shall be based on the actual Service Charge incurred or expended in the
       Landlord's preceding financial year or, at the Landlord's sole option,
       pending the ascertainment of the actual Service Charge for the preceding
       financial year shall be based on the amount of the Service Charge paid or
       payable by the Tenant during the preceding financial year, together with
       a reasonable additional sum not exceeding a sum equal to 2% (two per
       cent) plus the percentage increase in the Cost of Living Index (or should
       the said Index not be available then such reasonable increase as the
       Auditor and/or the Landlord may from time to time determine) from the
       date of the commencement of the preceding Landlord's financial year to
       the end of such year and any such interim payment shall be included as a
       credit for the purposes of calculating the balance of the Service Charge
       as specified in this Schedule and for the purposes of this Clause the
       said Certificate shall be final and binding on the parties hereto.

6.     As soon as practical after the end of each Landlord's financial year the
       Landlord shall furnish to the Tenant the Certificates in respect of that
       year due credit being given therein for Advance Payments made by the
       Tenant in respect of the said year and upon the furnishing of the
       Certificate there shall be paid by the Tenant to the Landlord on demand
       the balance of the Service Charge found to be payable or there shall be
       allowed by the Landlord to the Tenant any amount which may have been
       overpaid by the Tenant by way of Advance Payments as the case may require
       PROVIDED ALWAYS that the provisions of this sub-clause shall continue to
       apply notwithstanding the expiration or sooner determination of the term
       hereby granted but only in respect of the period to such expiration or
       sooner determination as aforesaid.

7.     If any dispute or difference shall arise in respect of this Part of this
       Schedule, such dispute or difference shall be referred to the Auditor
       whose decision shall (in the absence of manifest error) be final and
       binding on the parties hereto in relation to matters of fact PROVIDED
       that if such dispute or difference shall relate to any manifest error or
       omission on the part of the Auditor or other disagreement or dispute with
       the Auditor then the same shall be referred to the decision of an
       independent auditor to be appointed by either party by mutual agreement
       or in default to be nominated at the request of either party by the
       President or the next available ranking officer for the time being of the
       Institute of Chartered Accountants in Ireland.

8.     In the event of the Office Block and/or the Estate being altered, added
       to , extended or redeveloped, during the term hereby granted the Service
       Charge may be adjusted in such manner as the Auditor and/or the Landlord
       shall consider to be just and equitable and in this regard the
       certificate of the Auditor shall (save in the case of manifest error) be
       final and binding on the parties hereto.



<PAGE>

                                 FOURTH SCHEDULE

                        (PROVISIONS AS TO RENT REVISIONS)

In this Schedule the word "Lessor" refers to the Landlord in the within Lease
and the word "Lessee" refers to the Tenant in the within Lease.

1.     The revised rent referred to in the within Lease in respect of any of the
       five year periods therein mentioned may be agreed at any time between the
       Lessor and the Lessee or ( in the absence of agreement) be determined not
       earlier than the date of commencement of such period ("the Review Date")
       by an Arbitrator such Arbitrator to be nominated (in the absence of
       agreement between the parties) upon the application (made not more than
       three calendar months before or at any time after the Review Date) of
       either the Lessor or the Lessee by the Chairman (or other officer endowed
       with the functions of such Chairman) of

       (a)    the Society of Chartered Surveyors in the Republic of Ireland; or

       (b)    such body of Professional Surveyors or Valuers as (in the event of
              such Society not then being in existence) shall for the time being
              have undertaken in the Republic of Ireland the functions (in the
              activity of property valuation) currently performed by such
              Society or (should the Chairman or other officer as aforesaid be
              unwilling or unable to make the nomination) by the next Senior
              Officer of such Branch or Body who is willing and able to make the
              nomination (or in the event of there being no such Officer willing
              and able to make the nomination or should such Body not be in
              existence or not be readily identifiable) by the President (or
              other officer endowed with the functions of such President) of the
              Law Society of Ireland or (in the event of his being unwilling or
              unable to make the nomination) by the next Senior Officer of said
              Society who is willing and able to make the nomination

       AND the revised rent so to be determined by the Arbitrator shall be
       revised upwards only and be such as in his opinion represents at the
       Review Date the full open market yearly rent for the demised premises let
       as a whole without fine or premium:-

       (i)    on the basis of a letting with vacant possession thereof by a
              willing lessor to a willing lessee for a term (commencing on the
              Review Date) equal to that granted by the within-written Lease and
              subject to the provisions therein set forth (other than as to the
              amount of initial rent thereby reserved (but including these
              provisions in relation to review of rent) and

<PAGE>

       (ii)   on the assumption that at and until the Review Date all the
              covenants and conditions contained in the within Lease on the part
              of the Tenant shall have been fully performed and observed and
              that in the event of the Demised Premises having been destroyed or
              damaged the same shall then have been fully rebuilt repaired or
              reinstated (as the case may be) and

       (iii)  having regard to other open market rental values current at
              the Review Date insofar as the Arbitrator may deem same to be
              pertinent to the matters under consideration by him BUT
              disregarding any affect on letting value of:-

              (a)    the fact that the Lessee has been in occupation of the
                     demised premises

              (b)    the goodwill which shall have attached to the demised
                     premises by reason of the business carried out thereat

              (c)    any increase in rental value of the demised premises
                     attributable to the existence at the relevant Review Date
                     of any works executed by and at the expense of the Lessee
                     or any predecessor in title of the Lessee (or any party
                     lawfully occupying the demised premises or any part thereof
                     under the Lessee or any such predecessor) with the Lessor's
                     consent in writing in on or to or in respect of the demised
                     premises otherwise than in pursuance of an obligation on
                     foot of the within Lease or any agreement therefor.

2.     All such arbitrations as aforesaid shall be conducted in accordance with
       the provisions set forth in the Arbitration Acts 1954 and 1980 or in any
       Act or Statutory Rule or Order extending amending modifying or replacing
       the same for the time being in force.

3.     If the Arbitrator shall relinquish his appointment or die or if it shall
       become apparent that for any reason he shall be unable or shall have
       become unfit or unsuited (whether because of bias or otherwise) to
       complete his duties, or if he shall be removed from office by court
       order, a substitute may be nominated in his place and in relation to any
       such nomination the procedures hereinbefore set forth shall be deemed to
       apply as though the substitution were a nomination de novo which said
       procedures may be repeated as many times as may be necessary.

4.     If the revised rent in respect of any period ("the Current Period") shall
       not have been ascertained on or before the Review Date referable thereto
       rent shall continue to be payable up to the gale day next succeeding the
       ascertainment of the revised rent at the rate payable during the
       preceding period AND on such gale day the Lessee shall pay to the Lessor
       the appropriate instalment of the revised rent together with any
       shortfall between:

       (i)    rent actually paid for any part of the Current Period and;

       (ii)   rent at the rate of the revised rent attributable to the interval
              between the Review Date and such gale day (other than the said
              appropriate instalment if payable in arrear) and together further
              with interest on said shortfall such interest to be computed on a
              day to day basis at a rate per annum of 3% (three per centum)
              above the three months Euro Inter-Bank Offer Rate as quoted by
              Allied Irish Banks Plc at closing or if there shall be no such
              rate the corresponding or nearest appropriate rate thereto at the
              date upon which the said sums fall due or become payable or if
              there shall be no such rate at a rate as shall be equivalent to
              16% (sixteen per centum).

              For the purpose of this paragraph the revised rent shall be deemed
              to have been ascertained on the date when the same shall have been
              agreed between the parties or as the case may be on the date of
              the notification to the Lessee of the award of the Arbitrator.

5.     If there should be in force at the commencement or during the currency of
       any particular relevant period any Statute or Order (directly or
       indirectly) prohibiting or restricting an increase of rent in respect of
       the demised premises the provisions of this Schedule and of the within
       Lease may nevertheless be invoked or reinvoked to determine the rent
       which would but for the said prohibition or restriction be payable during
       such relevant period but (if appropriate) the further implementation
       thereof shall be suspended in effect for such period as may be required
       by Law.

<PAGE>

6.     When and so often as the revised rent shall have been ascertained
       pursuant to the provisions herein set forth memoranda thereof shall
       thereupon be signed by or on behalf of the Lessor and the Lessee and
       shall be annexed to the within Lease and its Counterpart and the parties
       shall bear their own costs in relation to the preparation and completion
       of such memoranda.