AGREED FORM

                                DATED     , 1999




                     [RELEVANT GLYNWED COMPANY] LIMITED


                                   -and-


                         GLYNWED PROPERTIES LIMITED


                                   -and-


                        NIAGARA LASALLE (UK) LIMITED

                                   -and-

                            NIAGARA CORPORATION






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

                             LEASE RENEWAL DEED
                       relating to land and buildings
                                  known as
                                    [ ]
                            and lease dated [ ]
                              of that property
                        ----------------------------



                               ALLEN & OVERY



                              CONTENTS

CLAUSE                                                           PAGE

1.    DEFINITIONS...................................................1
2.    INTERPRETATION................................................2
3.    OPTION TO RENEW...............................................3
4.    [CONSENTS - for mixed freehold and long leasehold
      properties only]..............................................5
5.    GUARANTEE.....................................................6
6.    TERMINATION...................................................6
7.    NO SURRENDER..................................................6
8.    GENERAL.......................................................7
9.    NOTICES.......................................................7
10.   GOVERNING LAW AND JURISDICTION................................9
11.   REGISTRATION..................................................9



THIS DEED is made on [              ], 1999

BETWEEN:

(1)   [RELEVANT GLYNWED COMPANY] LIMITED (registered number [ ]) whose
      registered office is at [Headland House, New Coventry Road, Sheldon,
      Birmingham] (the "GRANTOR"); and

(2)   GLYNWED PROPERTIES LIMITED (registered number 254047) whose
      registered office is at Headland House, New Coventry Road, Sheldon,
      Birmingham ("GLYNWED");

(3)   NIAGARA LASALLE (UK) LIMITED (registered number 3725308) whose
      registered office is at Bouverie House, 154 Fleet Street, London,
      EC4A 2DQ (the "GRANTEE"); and

(4)   NIAGARA CORPORATION a corporation organised and existing under the
      Laws of the State of Delaware, whose principal office is at 667
      Madison Avenue, New York 10021, USA (the "GUARANTOR".)

RECITALS

(A)   This Deed is supplemental to the Lease by which the Property was
      demised for the Term.

(B)   The Grantor is the landlord under the Lease, the Grantee is the
      tenant under the Lease and the Guarantor is the guarantor under the
      Lease.

(C)   Glynwed is the beneficial owner of the Property and has confirmed its
      consent to this Deed.

(D)   The parties have agreed that the Grantee shall be granted an option
      to renew the Lease, in accordance with the terms of this Deed.

THIS DEED WITNESSES as follows:

1.    DEFINITIONS

      In this Deed:

      [MIXED FREEHOLD AND LONG LEASEHOLD ONLY - "CONSENT"
      means the consent of the Landlord and any superior landlord to the grant
      of the New Lease;]

      "GRANTOR" means the person for the time being entitled to the reversion
      immediately expectant on the determination of the Term;

      [MIXED FREEHOLD AND LONG LEASEHOLD ONLY - "LANDLORD" means the person
      entitled to the reversion immediately expectant on the determination
      of the term granted by the relevant superior lease;]

      "LEASE" means the lease of even date herewith and made between
      [RELEVANT GLYNWED COMPANY LIMITED] (1) and Niagara Lasalle (UK)
      Limited (2) and Niagara Corporation (3) in respect of the Property
      and includes all deeds and documents supplemental to it;

      "NEW LEASE" means the lease to be granted on the terms set out in clause
      3 below;

      "PROPERTY" means [      ] as more particularly described in the Lease;

      "GRANTEE" means the person in whom the Term of the Lease shall for the
      time being be vested;

      "SIDE DEED" means the Deed set out in Part II of the Schedule;

      "TERM" means the term of years granted by the Lease.

2.    INTERPRETATION

(1)   Where there are two or more persons included in the expressions
      "Grantor" or "Grantee" each reference to Grantor or Grantee includes
      a separate reference to each of those persons.

(2)   Any reference, express or implied, to an enactment includes references
      to:

      (a)   that enactment as amended, extended or applied by or under any
            other enactment (before or after the execution of this Deed);

      (b)   any enactment which that enactment re-enacts (with or without
            modification);

      (c)   any subordinate legislation made (before or after the execution
            of this Deed) under that enactment, as amended, extended or
            applied as described in paragraph (a) above or under any
            enactment referred to in paragraph (b) above; and

      (d)   any consents, licences and permissions given (before or after
            the execution of this Deed) under that enactment, as amended,
            extended or applied as described in paragraph (a) above or
            under any enactment referred to in paragraph (b) above or under
            that subordinate legislation and any conditions contained in
            those consents, licences and permissions.

(3)   Any reference, express or implied, to enactments generally includes
      subordinate legislation and any legislation of the European Union
      that is directly applicable in the United Kingdom and includes
      existing enactments and those that come into effect during the Term.

(4)   Sub-clauses (1) to (3) above apply unless the contrary intention appears.

(5)   The headings in this Deed do not affect its interpretation.

3.    OPTION TO RENEW

(1)   On the determination of the Lease at the end of the Term only and
      subject to sub-clause (2), the Grantee shall have the right to the
      grant of the New Lease of the Property for a term of 15 years
      commencing on and including the day after the date of expiry of the
      Term of the Lease at open market rent, determined by applying the
      rent review provisions set out in the Schedule to this Deed such
      lease to be excluded from Sections 24 to 28 of the Landlord and
      Tenant Act 1954 and otherwise to be on the same terms as the Lease
      excluding the rent payable and including the variations set out in
      part 1 of the Schedule to this Deed and any other reasonable
      provisions notified in writing by the Grantor to the Grantee for the
      Grantee's approval, such approval not to be unreasonably withheld or
      delayed.

(2)   The Grantee's right to the grant of the New Lease of the Property is
      subject to:

      (a)   The Grantee giving to the Grantor prior to the expiry of the
            Lease not less than six months' notice of its intention to
            exercise this right.

      (b)   the Grantee remedying any breach of any tenant's obligation in
            the Lease relating to the state and condition of the Property
            and paying all arrears of Rent (as defined in the Lease) prior
            to the expiry of the Grantee's notice provided that one month
            prior to the expiry of the Grantee's notice the Grantor has
            notified the Grantee of any such breaches which remain
            outstanding and which must be remedied prior to the expiry of
            the Grantee's notice.

      (c)   If on the date of the grant of the new lease the Grantor is
            [RELEVANT GLYNWED COMPANY] and the Grantee is Niagara

            LaSalle (UK) Limited, the Guarantor must be a party to the New
            Lease as guarantor.

      [(d)  FOR MIXED FREEHOLD AND LONG LEASEHOLD ONLY the
            Consent to the grant of the New Lease being obtained pursuant
            to the provisions set out in clause 4 below provided that if
            the Consent has not been obtained by the end of the term under
            the Lease (howsoever determined) the Grantee shall on that date
            have the right, at its option, to complete the New Lease of the
            Property but if it does not complete the New Lease on that date
            the Grantee will lose its right to the grant of the New Lease
            under this agreement and the Grantor shall not be obliged to
            continue its application for the Consent.]

(3)   Whilst during the term of the New Lease the Grantor is [RELEVANT
      GLYNWED COMPANY] and the Grantee is Niagara LaSalle (UK) Limited the
      insurance provisions to be contained in the New Lease shall be those
      contained in the Side Deed and the Grantor, the Grantee and the
      Guarantor shall complete the Side Deed simultaneously with the
      completion of the New Lease.

(4)   If on the date of expiry of the Grantee's notice to renew, the rent
      payable under the New Lease and/or any other provisions notified to
      the Grantee by the Grantor in accordance with subclause (1) above
      have not been agreed between the parties (but without prejudice to
      subclauses (2) above) the New Lease shall in any event be completed
      and the following provisions (where applicable) shall apply:

      (a)   If the new rent has not been determined the rent payable under
            the New Lease shall be the annual rent payable under the Lease
            immediately prior to the end of the Term. Forthwith on the new
            rent being ascertained the Tenant shall pay to the Landlord any
            shortfall between the new rent and the rent which has been paid
            under the New Lease together with interest at the Interest Rate
            (as defined in the New Lease) on the shortfall from the date on
            which the new rent would have been payable if ascertained
            before the date of the New Lease, and the Grantor, the Grantee,
            if appropriate, and the Guarantor shall enter into a deed of
            variation of the New Lease to incorporate the new rent figure
            in respect of which each party shall bear their own costs;

      (b)   forthwith, upon agreement of any outstanding lease provision
            other than the new rent the parties shall enter into a deed of
            variation of the New Lease to incorporate the agreed provision
            and each party shall bear their own costs in respect of such
            deed.

(5)   Time shall be of the essence of the contract in respect of the
      periods of time mentioned in sub-clause (2) and if the Grantee's
      option to renew is not exercised or not exercised in accordance with
      those time periods the Grantee shall forthwith vacate the Property at
      the end of the Term.

4.    [CONSENTS - FOR MIXED FREEHOLD AND LONG LEASEHOLD
      PROPERTIES ONLY]


(1)   This paragraph applies to any mixed freehold and leasehold Property
      in relation to which leasehold Property the Consent must be obtained
      in order that the Grantor may effectually and lawfully grant the New
      Lease to the Grantee.

(2)   The Grantor and the Grantee shall each use reasonable endeavours to
      obtain Consent as soon as possible, but the Grantor may not be
      required to make any payment, charge any assets, enter into any
      commitment, give any guarantee or provide any security. If Consent is
      not granted within 3 months of the application for consent being made
      the Grantor will at the reasonable request but at the joint equal
      cost of the Grantee and the Grantor commence proceedings for a
      declaration that the Consent is being unreasonably withheld provided
      that the Grantee shall provide reasonable security for its share of
      the costs prior to commencement of proceedings if reasonably required
      by the Grantor.

(3)   The Grantee shall:

      (a)   supply promptly to the Grantor such information, including
            accounts for the last three years and references for the
            Grantee and any proposed guarantor as may be reasonably
            required by the Landlord or any superior landlord in connection
            with the application for the Consent;

      (b)   comply with all reasonable requirements which, pursuant to any
            superior lease the Landlord or any superior landlord is
            entitled to impose on a prospective undertenant of the Property
            as a condition of granting Consent;

      (c)   if reasonably required by the Landlord or by any superior
            landlord as a condition of granting Consent, covenant directly
            with those persons to observe and perform the tenant's
            covenants and the conditions to be contained in the New Lease
            and the tenant's covenants (other than the covenant to pay
            rent) and the conditions contained in any superior lease;

      (d)   if reasonably required by the Grantor or the Landlord as a
            condition of granting the Consent, provide a guarantee from the
            Guarantor in such form as the Landlord shall reasonably require
            and/or a deposit of cash as security for the performance of
            covenants as the Landlord shall reasonably require; and

      (e)   comply with all other reasonable requirements of the Landlord
            and any superior landlord in relation to obtaining Consent.

(4)   The reasonable costs and expenses of the Landlord, any superior
      landlord and the mortgagees of any of them (including VAT) in
      connection with the application for Consent (including the cost of
      any court proceedings shall be borne jointly by the Grantor and the
      Grantee in equal shares, whether or not the Consent is granted.

5.    GUARANTEE

      In consideration of the Grantor entering into this Deed at the
      Guarantor's request, the Guarantor guarantees to the Grantor the
      obligations and liabilities of the Grantee under this Deed such
      guarantee to be on the same terms as the guarantee provisions set out
      in clause 8 of the Property Agreement which is hereby incorporated
      into this Deed subject to any necessary amendments to ensure that the
      guarantee applies to this Deed.

6.    TERMINATION

      This Deed shall terminate on the termination of the Lease (through
      effluxion of time, forfeiture or otherwise) unless the Tenant is
      granted relief from forfeiture.

7.    NO SURRENDER

      This Deed is not intended to and does not effect any surrender of the
      Lease or the grant of any new lease.

8.    GENERAL

(1)   DISPUTES

      Any dispute regarding a provision of this Deed shall be determined by
      a single arbitrator being either a surveyor with not less than 10
      years experience in such matters or counsel of not less thin 10 years
      call and experienced in such matters in either case acting as an
      expert such arbitrator to be agreed by the Grantor and the Grantee
      or, failing agreement, by a single arbitrator appointed by the
      president or his deputy for the time being of the Royal Institution
      of Chartered Surveyors in accordance with the Arbitration Act 1996 or
      if appropriate bearing in mind the nature of the dispute the President
      for the time being of the Law Society.

(2)   JOINT AND SEVERAL LIABILITY

      Where the Grantee, the Grantor or the Guarantor is more than one
      person:

      (a)   those persons shall be jointly and severally responsible in
            respect of every obligation undertaken by them under this Deed;
            and

      (b)   The Grantor may release or compromise the liability of any of
            those persons under this Deed or grant any time or other
            indulgence without affecting the liability of any other of
            them.

(3)   NOTICES IN WRITING

      Every notice, consent, approval or direction given under this Deed
      shall be in writing.

(3)   COUNTERPARTS

      This Deed may be executed in any number of counterparts, all of
      which, taken together, shall constitute one and the same Deed and any
      party may enter into this Deed by executing a counterpart.

9.    NOTICES

      Where the Grantee is Niagara LaSalle (UK) Limited the notice
      provisions set out in subparagraph A below shall apply to any notice
      served under this Agreement, such notice provisions being personal to
      Niagara LaSalle (UK) Limited. At any other time the notice provisions
      set out in sub-paragraph B below shall apply.
A.    (1)   Any notice or other document to be served under this agreement may
            be delivered or sent by post to the party to be served as follows:

            (a)   to the Grantor at the address set out in this Deed marked for
                  the attention of the Company Secretary;

            (b)   to the Grantee at

                  Victoria Steelworks
                  Bull Lane
                  Moxley
                  Wednesbury
                  West Midlands WS 10 8RS

                  marked for the attention of Tony Bagshaw

                  with a copy to Niagara Corporation at 667 Madison Avenue,
                  New York, 10021, USA;

            (c)   to the Guarantor at:

                  667 Madison Avenue
                  New York 10021
                  USA

            or at such other address as it may have notified to the other
            party in accordance with this clause. Any notice or other
            document sent by post shall be sent by prepaid first class
            recorded delivery post (if within the United Kingdom) or by
            prepaid registered airmail (if elsewhere).

      (2)   Any notice or other communication shall be deemed to have been
            duly given:

            (a)   if delivered personally, when left at the address referred to
                  in subclause (1); or

            (b)   if sent by recorded mail other than airmail, two days after
                  posting it; or

            (c)   if sent by registered airmail, six days after posting it,
                  provided always that a notice given in accordance with
                  the above but received on a day which is not a Business
                  Day or after business hours on a Business Day in the
                  place of receipt will only be deemed to be given on the
                  next Business Day in that place.

B.    Any notice or other document served under this Deed may be served in
      any way in which a notice required or authorised to be served under
      section 196 of the Law of Property Act 1925 may be served.

10.   GOVERNING LAW AND JURISDICTION

(1)   This Deed is governed by and shall be construed in accordance with
      English Law.

(2)   The Guarantor submits to the jurisdiction of the English Courts for
      all purposes relating to this Deed and appoints the Tenant's
      solicitors, Paisner & Co of Bouverie House, 154 Fleet Street, London
      EC4Y 2JD (or such other solicitors as shall subsequently be notified
      in writing to the Grantor) as agent for service of process with
      respect thereto.

11.   REGISTRATION

(1)   Immediately following the date of this Deed the Grantor shall place
      its land certificates relating to the Property on deposit at HM Land
      Registry to permit the Grantee to note the provisions of this Deed on
      the registers of title for the Property.

[AND FOR BLACKBROOK ROAD, DUDLEY ONLY:

(2)   In relation to the part of the Property registered under title number
      WM 159185 for which the Grantor will apply for a replacement land
      certificate, the provisions of sub-clause (1) above shall only apply
      once the Seller or the Seller's solicitor notifies the Buyer or the
      Buyer's solicitor of the replacement title number.]

IN WITNESS of which this Deed has been executed as a deed in writing arid
has been delivered on the date which first appears on page 1.


THE COMMON SEAL OF            )
[RELEVANT GLYNWED             )
COMPANY] LIMITED              )
was affixed in the            )
presence of:                  )


                                 Director:


                                 Secretary:


THE COMMON SEAL OF            )
GLYNWED PROPERTIES            )
LIMITED was affixed in the    )
presence of:                  )

                                 Director:


                                 Secretary:

THE CONMMON SEAL OF                 )
NIAGARA LASALLE               )
(UK) LIMITED was affixed in   )
the presence of:              )

                                 Director:


                                 Secretary:



[EXECUTION CLAUSE FOR
NIAGARA CORPORATION]



                              SCHEDULE

                               PART I

The provisions of the Lease shall be varied as follows:

1.    In clause 1 (Definitions) the following definitions shall be inserted
      after the definition of "Rent":

      ""REVIEW DATE" means [insert day and month of Lease] in the years 2014
      and 2019;

      "REVIEW PERIOD" means the period starting with any Review Date up to
      the next Review Date or starting with the last Review Date for a
      period of five years after the last Review Date;"

2.    Clauses 4(1) and (2) (Rent) shall not apply and shall be replaced by the
      following:

      "(1)  RENT

            The yearly rent shall be:

            (a)   until the first Review Date the rent of [open market rent
                  ascertained in accordance with the provisions contained
                  in this Lease to be inserted]; and

            (b)   during each successive Review Period a rent equal to the
                  rent previously payable under this Lease (or the rent
                  which would be payable but for any abatement or
                  suspension of rent under this Lease) or the revised rent
                  ascertained in accordance with this clause, whichever is
                  the greater.

      (2)   RENT PAYMENT DATES

            The yearly rent is payable without any deduction, withholding
            or set- off by equal quarterly payments in advance on the
            Quarter Days. The first payment (which is an apportioned sum)
            is to be made on the date of this Lease in respect of the
            period commencin], 2009 and ending on the day before the next
            following Quarter Day.

      (3)   RENT REVIEW - METHOD

            The revised rent for any Review Period may be agreed in writing
            at any time between the Landlord and the Tenant or (in the
            absence of agreement) determined not earlier than the relevant
            Review Date by an independent valuer (acting as an expert and
            not as an arbitrator) of recognised standing and having
            experience in letting and valuing property of a like kind and
            character to the Property.

      (4)   NOMINATION

            The independent valuer may be nominated in the absence of
            agreement by or on behalf of the president for the time being
            of the Royal Institution of Chartered Surveyors on the
            application of either the Landlord or the Tenant made not
            earlier than three months before the relevant Review Date.

      (5)   RENT REVIEW - AMOUNT

            (a)   The revised rent to be determined by the valuer shall be
                  such as he shall decide is the yearly rent at which the
                  Property might reasonably be expected to be let at the
                  relevant Review Date:

                  (i)   after the expiry of a rent free period or any
                        necessary rent period given for fitting-out
                        purposes only of such length and the giving of
                        other inducements (including, without limitation,
                        any, capital payment or contribution to fitting out
                        costs) given for fitting out purposes only as would
                        be negotiated in the open market between a willing
                        landlord and a willing tenant so that the yearly
                        rent is that payable after the expiry of any such
                        rent free period or concessionary rent period and
                        after the giving of any such inducement for the
                        fitting out purposes as referred to above; and

                  (ii)  on the assumptions set out in sub-clause (6) but
                        disregarding the matters set out in sub-clause (7).

            (b)   On any rent review the Tenant shall not deduce as
                  comparable evidence the terms of any underlease of the
                  Property which it has granted, including rent.

      (6)   ASSUMPTIONS

            The assumptions are that at the relevant Review Date:

            (a)   the Property:

                  (i)   is available to let on the open market by a willing
                        landlord to a willing tenant by one lease without a
                        premium from either party and with vacant
                        possession for a term of 10 years commencing on the
                        relevant Review Date with the rent payable from
                        then;

                  (ii)  is to be let as a whole on a lease which is to
                        contain the same terms as this Lease (other than
                        the amount of the rent referred to in sub-clause
                        (l)(a) but including the provisions for review of
                        that rent at the same intervals as those in this
                        Lease) the first Review Date in that lease being
                        the fifth anniversary of the relevant Review Date;

                  (iii) is fit and available for immediate occupation and
                        is fitted out at the incoming tenant's cost for the
                        incoming tenant's immediate use as authorised by
                        this Lease; and

                  (iv)  may be used for any of the purposes permitted by this
                        Lease.

            (b)   all the covenants in this Lease by the Landlord and the
                  Tenant have been performed and observed;

            (c)   no work has been carried out to the Property which has
                  diminished the rental value and in case the Property has
                  been destroyed or damaged it has been fully restored.

      (7)   DISREGARDS

            The matters to be disregarded are:

            (a)   any effect on rent of the fact that the Tenant, its
                  subtenants or their respective predecessors in title have
                  been in occupation of the Property;

            (b)   any goodwill attached to the Property by reason of the
                  carrying on at it of the business of the Tenant, its
                  subtenants or their predecessors in title in their
                  respective businesses; and

            (c)   any increase in rental value of the Property attributable
                  to the existence at the relevant Review Date of any
                  voluntary improvement to the Property carried out by the
                  Tenant, its subtenants or their respective predecessors
                  in title during the Term or during any earlier period of
                  occupation arising out of an agreement to grant the Term.

            In this sub-clause a "VOLUNTARY IMPROVEMENT" is one carried out
            with consent of the Landlord (where required) but not under an
            obligation to the Landlord or its predecessors in title.

      (8)   VALUER

      (a)   The fees and expenses of the valuer including the cost of his
            appointment shall be borne as he shall decide or in the absence
            of any decision equally by the Landlord and the Tenant who
            shall otherwise each bear their own costs.

      (b)   The valuer shall afford the Landlord and the Tenant an
            opportunity to make representations to him.

      (c)   If the valuer dies, delays or becomes unwilling or incapable of
            acting or if for any other reason the president for the time
            being of the Royal Institution of Chartered Surveyors or the
            person acting on his behalf thinks fit he may discharge the
            valuer and appoint another in his place.

      (9)   MEMORANDUM

            When the revised rent has been ascertained memoranda of it
            shall be signed by or on behalf of the Landlord and the Tenant
            and annexed to this Lease and the counterpart of it and the
            Landlord and the Tenant shall bear their own costs in respect
            of the memoranda.

      (10)  INTEREST

            If the revised rent payable with effect from any Review Date
            has not been agreed by that Review Date, rent shall continue to
            be payable at the rate previously payable. Forthwith on the
            revised rent being ascertained the Tenant shall pay to the
            Landlord any shortfall between the rent and the revised rent
            payable up to and on the preceding quarter day together with
            interest at the Interest Rate compounded quarterly on each part
            of the shortfall from the date or respective dates on which
            each part would have been due for payment had the revised rent
            been ascertained before the relevant Review Date until the date
            of payment.

            For the purpose of this clause the revised rent shall be deemed
            to have been ascertained on the date when it has been agreed
            between the Landlord and the Tenant or the date of the award of
            the arbitrator or of the determination by the valuer.

      (11)  COSTS

            If either the Landlord or the Tenant fails to pay any costs
            awarded against it in the case of an arbitration or the
            relevant part of the fees and expenses of the valuer under
            sub-clause (9) within 15 Business Days of the same being
            demanded by the arbitrator or the valuer the other shall be
            entitled to pay the same and the amount so paid shall be repaid
            on demand by the party chargeable and recoverable from that
            party as a debt due.

      (12)  TIME NOT OF THE ESSENCE

            Time shall not be of the essence for the purposes of this
clause."

3.    Sub-clause 5(3)(e) (Outgoings) shall be amended by the deletion of
      the words "during the first six years of the Term" from the first
      line of that sub-clause.

4.    Sub-clause 5(7)(c) (Entry by the Landlord) shall be amended by the
      insertion of the words "and any person acting as valuer under clause
      4" after the word "Landlord" in the first line and by the insertion
      of the words "or the implementation of clause 4" at the end of the
      sub-clause.

5.    Clause 7 (Alienation) shall be deleted and replaced with the following
      new clause 7:

      "7    ALIENATION

      (1)   RESTRICTIONS ON ALIENATION

            The Tenant shall not:

            (a)   save to the extent permitted by the following sub-clauses
                  of this clause, part with possession of the whole or any
                  part of the Property or part with or share occupation of
                  the whole or any part of the Property or permit
                  occupation by a licensee of the whole or any part of the
                  Property or hold on any trust the whole or any part of
                  the Property;

            (b)   if it is an unlimited company, incorporate itself as a
                  limited company without the prior consent of the
                  Landlord.

      (2)   ASSIGNMENT

            The Tenant shall not:

            (a)   assign part of the Property;

            (b)   assign the whole of the Property without the prior
                  consent of the Landlord which, subject to sub-clauses (3)
                  and (4), shall not be unreasonably withheld or delayed.

      (3)   AGREEMENT AS TO CIRCUMSTANCES

            The Landlord and the Tenant agree that the Landlord may
            withhold its consent to an assignment if any one or more of the
            following circumstances (which are specified for the purposes
            of section 19(1A) of the Landlord and Tenant Act 1927) exist:

            (a)   any Rent due (following demand if required under the
                  terms of this Lease) from the Tenant under this Lease is
                  unpaid;

            (b)   the Landlord reasonably determines that the proposed
                  assignee is not a person who is likely to be able to
                  comply with the covenants by the Tenant in this Lease
                  following completion of the assignment;

            (c)   the proposed assignee or any proposed guarantor for it
                  (other than any guarantor under an authorised guarantee
                  agreement) has the benefit of state or diplomatic
                  immunity or the Landlord determines that it is likely to
                  acquire that immunity;

            (d)   the proposed assignee is a company which is a member of
                  the same group (within the meaning of section 42 of the
                  Landlord and Tenant Act 1954) as the Tenant;

            (e)   the Landlord reasonably determines that there is a
                  subsisting material breach of any of the tenant's
                  covenants by the Tenant or the conditions in this Lease.

      (4)   AGREEMENT AS TO CONDITIONS

            The Landlord and the Tenant agree that the Landlord may grant
            consent to an assignment subject to any one or more of the
            following conditions (which are specified for the purposes of
            section 19(1A) of the Landlord and Tenant Act 1927):

            (a)   that before the assignment the Tenant enters into and
                  unconditionally delivers to the Landlord an authorised
                  guarantee agreement (as defined in section 16 of the
                  Landlord and Tenant (Covenants) Act 1995), such agreement
                  to be a deed and where the Tenant is NIAGARA LASALLE
                  (U.K.) LIMITED to contain the provisions in Part A of
                  Schedule 6 and at any other time to contain the
                  provisions in Part B of Schedule 6 or in either case such
                  other provisions as the Landlord shall first notify to
                  the Tenant, to be approved by the Tenant, such approval
                  not to be unreasonably withheld or delayed;

            (b)   that before the assignment any person (other than a
                  former Tenant) who at the time of the application for the
                  consent is guaranteeing the obligations and liabilities
                  of the Tenant under this Lease covenants by deed with the
                  Landlord that the Tenant shall perform its obligations
                  under the authorised guarantee agreement required under
                  paragraph (a), the deed to contain where that person is
                  NIAGARA CORPORATION provisions equivalent to those
                  contained in paragraphs 1 to 6 and 11 of Part A of
                  Schedule 5 and at any other time, provisions equivalent
                  to those contained in paragraphs 1 to 4 and 9 of Part B
                  of Schedule 5 and an obligation on the part of the
                  covenantor (in the event of default on the part of the
                  Tenant) to perform any obligation entered into by the
                  Tenant in the authorised guarantee agreement to take up a
                  new lease, and otherwise to be in such form as the
                  Landlord reasonably requires PROVIDED THAT if such person
                  declines to enter into this covenant, the Tenant shall
                  procure that there is paid to the Landlord a rent deposit
                  equal to two years of the annual rent payable under
                  clause 4(1)(b) of this Lease;

            (c)   that before the assignment, if the Landlord reasonably
                  determines it to be necessary, one or more guarantors
                  acceptable to the Landlord, acting reasonably, covenant
                  by deed with the Landlord in the form set out in Part B
                  of Schedule 5 (with "assignee" substituted for "Tenant"
                  in paragraphs 1 to 9 inclusive and with such other
                  provisions as the Landlord reasonably requires) in
                  respect of the period ending on the date on which the
                  assignee is released by virtue of the Landlord and Tenant
                  (Covenants) Act 1995;

            (d)   that before the assignment where reasonably required a
                  rent deposit is paid to the Landlord, such deposit to be
                  an amount equal to six months of the annual rent payable
                  under clause 4(l)(c) of this Lease or such greater amount
                  as is reasonable in the circumstances;

            (e)   that all Rent due (following demand if required under the
                  term of this Lease) from the Tenant under this Lease as
                  at the date of the assignment has been paid;

            (f)   that the assignment is completed within three months of
                  the date of the consent and that if it is not, the
                  consent shall be void but any of the guarantees referred
                  to in paragraphs (a) to (c) shall nevertheless remain in
                  full force and effect.

      (5)   FURTHER AGREEMENT

            The Landlord and the Tenant agree that any power on the part of
            the Landlord to determine any matter for the purposes of
            sub-clauses (3) or (4) shall be exercised reasonably.

      (6)   UNDERLETTING

            The Tenant shall not:

            (a)   underlet part of the Property; or

            (b)   underlet the whole of the Property without:

                  (i)   complying with the provisions of sub-clauses (7) to
                        (11); and

                  (ii)  the prior consent of the Landlord, which shall not be
                        unreasonably withheld.

      (7)   COVENANTS ON UNDERLETTING

            The Tenant shall procure that any intended undertenant
            covenants by deed with the Landlord:

            (a)   to pay the rent to be reserved by and the other sums to
                  be payable under the underlease and to perform and
                  observe, first, the covenants by the tenant and the
                  conditions to be contained in the underlease and,
                  secondly, the covenants by the Tenant and the conditions
                  contained in this Lease (except first the covenant to pay
                  rent and secondly any covenant in this Lease which is
                  inconsistent with the covenants in the underlease as
                  authorised under sub-clause (9)) throughout the period
                  during which the undertenant is bound by the covenants by
                  the tenant and conditions in the underlease;

            (b)   without prejudice to paragraph (a), not to assign the
                  underlet property without:

                  (i)   first obtaining a deed of covenant from the
                        intended assignee in favour of the Landlord in the
                        same form (with the necessary changes) as the deed
                        referred to in this sub-clause, including (without
                        limitation) the covenants in this paragraph (b);
                        and

                  (ii)  if the Landlord reasonably requires, first
                        obtaining a deed from one or more guarantors
                        acceptable to the Landlord, acting reasonably, in
                        favour of the Landlord guaranteeing the due and
                        punctual payment and performance of all the
                        obligations and liabilities of the intended
                        assignee under the deed referred to in sub-
                        paragraph (i), the deed to contain provisions
                        equivalent to those contained in paragraphs 1 to 4
                        and 9 of Part B of Schedule 5 and otherwise to be
                        in such form as the Landlord reasonably requires.

      (8)   GUARANTEE ON UNDERLETTING

            If the Landlord reasonably requires, the Tenant shall procure
            that, before the underlease is granted, one or more guarantors
            acceptable to the Landlord, acting reasonably, guarantee (by
            way of deed) to the Landlord, in respect of the period ending
            on the date on which the undertenant is released by virtue of
            the Landlord and Tenant (Covenants) Act 1995, the due and
            punctual payment and performance of all the obligations and
            liabilities of the intended undertenant, the guarantee to
            contain provisions equivalent to those contained in paragraphs
            1 to 4 and 9 of Part B of Schedule 5 and otherwise to be in
            such form as the Landlord reasonably requires.

      (9)   FORM OF UNDERLEASE

            The Tenant shall procure that every underlease shall:

            (a)   contain the same covenants by the tenant and other terms
                  and conditions as are contained in this Lease subject
                  only to:

                  (i)   such amendments as may be provided for in
                        paragraphs (b) to (d); and

                  (ii)  such amendments as may reasonably be required by
                        the Tenant, having regard only to the duration of
                        the proposed underlease, and as may be approved by
                        the Landlord, such approval not to be unreasonably
                        withheld or delayed;

            (b)   not permit any assignment, underlease or other dealing or
                  disposal of the Property which is prohibited by the terms
                  of this Lease and prohibit any further underletting of
                  the whole or any part of the Property;

            (c)   provide that where the underlease requires the
                  undertenant to obtain the landlord's consent, the
                  undertenant shall be required to obtain also the consent
                  of the Landlord which shall not be unreasonably withheld
                  or delayed where such consent cannot be unreasonably
                  withheld or delayed under the terms of this Lease;

            (d)   contain provisions to ensure that the tenancy is excluded
                  from the provisions of sections 24 to 28 of the Landlord
                  and Tenant Act 1954;

            (e)   contain provisions that require a review of the rent
                  payable under the underlease to open market rent in
                  accordance with the provisions and at the dates for
                  review of the rent payable under this Lease, but this
                  paragraph shall not prohibit an underlease of the
                  Property upon terms that require review of the rent
                  payable under the underlease at dates additional to the
                  dates for review of the rent payable under this Lease."

      (10)  UNDERLEASE REQUIREMENTS

            The Tenant shall:

            (a)   not grant any underlease at a fine or premium;

            (b)   not grant any underlease at a rent which at the time of
                  the grant of the underlease is less than the open market
                  rent of the Property;

            (c)   not accept the surrender of or vary the terms of any
                  underlease or release the undertenant from any covenant
                  or condition in the underlease without the prior consent
                  of the Landlord which, in the case only of a surrender,
                  shall not be unreasonably withheld;

            (d)   not waive any breach of any of the covenants on the part
                  of the undertenant and the conditions contained in any
                  underlease but take all such steps as are lawfully
                  available to the Tenant (including re-entry) to enforce
                  such covenants and conditions;

            (e)   procure that on any assignment of any underlease the
                  outgoing undertenant enters into an authorised guarantee
                  agreement and, where appropriate, guarantors enter into a
                  contractual guarantee in each case with the landlord
                  under the underlease in accordance with the provisions of
                  the underlease;

            (f)   procure that the rent reserved by any underlease is
                  reviewed in accordance with the provisions of the
                  underlease but not agree any revised rent with the
                  undertenant without the prior consent of the Landlord
                  (such consent not to be unreasonably withheld or
                  delayed), and if on any rent review under any underlease
                  the revised rent is to be determined by an independent
                  third party, procure that any representations which the
                  Landlord may wish to make acting reasonably concerning
                  the revised rent are put forward to the third party at
                  the same time as the representations of the Tenant and as
                  though they were representations made by the Tenant.

            In paragraphs (c) to (f) of this sub-clause an underlease
            includes any lease where, by virtue of the grant of this Lease,
            the Tenant under this Lease becomes the holder of the immediate
            reversion to that lease.

      (11)  ASSOCIATED COMPANIES

            The Tenant may share the occupation of the whole or any part of
            the Property with a company which is a member of the same group
            as the Tenant (within the meaning of section 42 of the Landlord
            and Tenant Act 1954) for so long as both companies remain
            members of that group and provided that:

            (a)   no relationship of landlord and tenant is created between
                  the two companies and no security of tenure is conferred
                  upon the occupier; and

            (b)   within 15 Business Days of the commencement of the
                  sharing the Tenant gives to the Landlord notice of the
                  company sharing occupation and the address of its
                  registered office.

      (12)  CHARGING

            The Tenant shall not:

            (a)   charge part of the Property; or

            (b)   charge the whole of the Property without the prior
                  consent of the Landlord, which shall not be unreasonably
                  withheld or delayed.

      (13)  REGISTRATION OF DEALINGS

            Within 28 days of every assignment, transfer, underlease or
            charge of the Property or the creation or transfer of any
            interest derived out of the Term or any devolution of the
            interest of the Tenant or any person deriving title under the
            Tenant, the Tenant shall produce a certified copy of the
            assignment, transfer, underlease or charge or (in the case of a
            devolution) the document evidencing or under which the
            devolution arises and pay the Landlord a registration fee of a
            reasonable amount, being not less than (pound)25, in respect of
            each assignment, transfer, underlease, charge or devolution.

6.    A new sub-clause 8(18) shall be added as follows:

      (18)  While Niagara LaSalle (UK) Limited is the Tenant, the Landlord
            shall use reasonable endeavours to obtain from the insurers
            confirmation that the insurer waives its rights of subrogation
            against the Tenant.

7.    Clause 9 (Guarantor's Covenant) shall be deleted and replaced with the
      following new clause 9:

      9.    "GUARANTOR'S COVENANT

      The Guarantor covenants with the Landlord where the Guarantor is
      NIAGARA CORPORATION on the terms set out in Part A of Schedule 5 and
      at any other time on the terms set out in Part B of Schedule 5."

8.    Clause 12 (Right to Break) shall be deleted.

9.    Schedule 5 shall be deleted and replaced with the following new
      Schedule 5:

                             "SCHEDULE 5

                        GUARANTEE PROVISIONS

                               PART A

1.    In consideration of the mutual covenants contained in this Lease, the
      Guarantor guarantees to the Landlord and shall procure the due and
      punctual performance of each obligation of the Tenant under this
      Lease and shall pay to the Landlord from time to time on demand, or
      procure that the Tenant shall pay, any sum which the Tenant is at any
      time liable to pay to the Landlord under this Lease and which has not
      been paid at the time the demand is made.

2.    The obligations of the Guarantor under paragraph 1:

      (a)   constitute direct, primary, unconditional and irrevocable
            obligations without the need for any recourse on the part of the
            Landlord against the Tenant;

      (b)   shall not be affected or impaired by any concession, time or
            indulgence granted by the Landlord or by any other dealing or
            thing which would but for this paragraph (2)(b) operate to
            discharge or reduce that liability; and

      (c)   shall not be affected or impaired by anything (including any
            legal limitation, disability or incapacity on the part of the
            Tenant) which causes any of the obligations of the Tenant under
            this Lease to be or become invalid or unenforceable.

3.    If any of the obligations of the Tenant under this Lease is or
      becomes invalid or unenforceable the Guarantor shall perform and
      discharge all such obligations as if they were primary obligations of
      the Guarantor or shall procure that the Tenant performs and
      discharges all such obligations.

4.    The guarantee set out in this clause shall extend to any costs,
      charges and expenses incurred by the Landlord in enforcing or seeking
      its enforcement.

5.    The Guarantor shall make any payments due from it under this clause
      in full and, without any deduction or withholding in respect of any
      claim whatsoever (whether by way of set-off, counterclaim or
      otherwise).

6.    If the Landlord brings proceedings against the Tenant, the Guarantor
      shall be bound by any findings of fact, interim or final award or
      interlocutory or final judgment made by an arbitrator or the court in
      those proceedings.

7.    If

      (a)   the Tenant (being a company) enters into liquidation and the
            liquidator disclaims this Lease; or

      (b)   the Tenant (being a company) is dissolved and the Crown disclaims
            this Lease; or

      (c)   the Tenant (being an individual) becomes bankrupt and the trustee
            in bankruptcy disclaims this Lease; or

      (d)   this Lease is forfeited,

      then within six months after the disclaimer or forfeiture the
      Landlord may require the Guarantor by notice to accept a lease of the
      Property for a term equivalent to the residue which would have
      remained of the Term if there had been no disclaimer or forfeiture at
      the same rents and subject to the same covenants and conditions
      (including those as to the review of rent) as and reserved by and
      contained in this Lease (with the exception of this Schedule).

8.    The new lease and the rights and liabilities under it shall take
      effect as from the date of the disclaimer or forfeiture and the
      Guarantor shall be liable for all payments due under the new lease as
      from the date of disclaimer or forfeiture as if the new lease had
      been granted on the date of disclaimer or forfeiture.

9.    The Guarantor or his personal representatives shall pay the
      Landlord's costs of and accept the new lease and shall execute and
      deliver to the Landlord a counterpart of it.

10.   If the Landlord does not require the Guarantor to take a Lease of the
      Property, the Guarantor shall pay to the Landlord on demand a sum
      equal to the rent that would have been payable under this Lease but
      for the disclaimer or forfeiture in respect of the period from the
      date of the disclaimer or forfeiture until the date which is six
      months after the date of the disclaimer or forfeiture or the date on
      which the property has been re-let by the Landlord, whichever first
      occurs.

11.   If any VAT is payable by the Tenant to the Landlord under the terms
      of the Lease, the Guarantor's obligation shall extend to that VAT If
      the Guarantor makes any payment in respect of VAT, the Landlord's
      obligation to issue a VAT invoice to the Tenant under the Lease in
      respect of that VAT shall not be affected, and the Landlord shall not
      be under any obligation to issue a VAT invoice to the Guarantor in
      respect of that VAT."

                               PART B

1.    The Guarantor guarantees to the Landlord the due and punctual payment and
      performance by the Tenant of all the obligations and liabilities of the
      Tenant under this Lease and shall indemnify the Landlord against all
      losses, damages, costs and expenses arising or incurred by the Landlord
      as a result of the non-payment or non-performance of those obligations or
      liabilities.

2.    The obligations of the Guarantor under this Lease:

      (a)   constitute a direct, primary and unconditional liability to pay
            on demand to the Landlord any sum which the Tenant is liable to
            pay under this Lease and to perform on demand by the Landlord
            any obligation of the Tenant under this Lease without the need
            for any recourse on the part of the Landlord against the
            Tenant;

      (b)   will not be affected by:

            (i)   any time or indulgence granted to the Tenant by the Landlord;

            (ii)  any legal limitation, disability or other circumstances
                  relating to the Tenant or any irregularity,
                  unenforceability or invalidity of any obligations of the
                  Tenant under this Lease;

            (iii) any licence or consent granted to the Tenant or any
                  variation in the terms of this Lease save as provided in
                  section 18 of the Landlord and Tenant (Covenants) Act
                  1995;

            (iv)  the release of one or more of the parties defined as the
                  Guarantor (if more than one); or

            (v)   any other act, omission, matter, event or thing whereby
                  (but for this provision) the Guarantor would be
                  exonerated in whole or in part from the guarantee other
                  than a release by deed given by the Landlord.

3.    So long as this guarantee remains in force the Guarantor shall not:

      (a)   in the event of any bankruptcy, liquidation, rehabilitation,
            moratorium or other insolvency proceedings relating to the
            Tenant, claim or prove as creditor in competition with the
            Landlord; or

      (b)   be entitled to claim or participate in any security held by the
            Landlord in respect of the obligations of the Tenant under this
            Lease; or

      (c)   exercise any right of set-off against the Tenant.

4.    If the Landlord brings proceedings against the Tenant, the Guarantor
      shall be bound by any findings of fact, interim or final award or
      interlocutory or final judgment made by an arbitrator or the court in
      those proceedings.

5.    If:

      (a)   the Tenant (being a company) enters into liquidation and the
            liquidator disclaims this Lease; or

      (b)   the Tenant (being a company) is dissolved and the Crown disclaims
            this Lease; or

      (c)   the Tenant (being an individual) becomes bankrupt and the trustee
            in bankruptcy disclaims this Lease; or

      (d)   this Lease is forfeited,

      then within six months after the disclaimer or forfeiture the
      Landlord may require the Guarantor by notice to accept a lease of the
      Property for a term equivalent to the residue which would have
      remained of the Term if there had been no disclaimer or forfeiture at
      the same rents and subject to the same covenants and conditions
      (including those as to the review of rent) as are reserved by and
      contained in this Lease (with the exception of this Schedule).

6.    The new lease and the rights and liabilities under it shall take
      effect as from the date of the disclaimer or forfeiture and the
      Guarantor shall be liable for all payments due under the new lease as
      from the date of disclaimer or forfeiture as if the new lease had
      been granted on the date of disclaimer or forfeiture.

7.    The Guarantor or his personal representatives shall pay the
      Landlord's costs of and accept the new lease and shall execute and
      deliver to the Landlord a counterpart of it.

8.    If the Landlord does not require the Guarantor to take a Lease of the
      Property, the Guarantor shall pay to the Landlord on demand a sum
      equal to the rent that would have been payable under this Lease but
      for the disclaimer or forfeiture in respect of the period from the
      date of the disclaimer or forfeiture until the date which is six
      months after the date of the disclaimer or forfeiture or the date on
      which the property has been re-let by the Landlord, whichever first
      occurs.

9.    If any VAT is payable by the Tenant to the Landlord under the terms
      of the Lease, the Guarantor's obligation shall extend to that VAT If
      the Guarantor makes any payment in respect of VAT, the Landlord's
      obligation to issue a VAT invoice to the Tenant under the Lease in
      respect of that VAT shall not be affected, and the Landlord shall not
      be under any obligation to issue a VAT invoice to the Guarantor in
      respect of that VAT."

10.   Schedule 6 shall be deleted and replaced with the following new
      Schedule 6:


                             "SCHEDULE 6

                   AUTHORISED GUARANTEE AGREEMENT

                               PART A

1.    The Guarantor guarantees to the Landlord and shall procure the due
      and punctual performance by the Assignee throughout the Guarantee
      Period of each obligation of the Assignee under this Lease and shall
      pay to the Landlord from time to time on demand, or procure that the
      Assignee shall pay, any sum which the Assignee is at any time liable
      to pay to the Landlord under this Lease and which has not been paid
      at the time the demand is made.

2.    The obligations of the Guarantor under paragraph 1:

      (a)   constitute direct, primary, unconditional and irrevocable
            obligations without the need for any recourse on the part of the
            Landlord against the Assignee;

      (b)   shall not be affected or impaired by any concession, time or
            indulgence granted by the Landlord or by any other dealing or
            thing which would but for this paragraph (2)(b) operate to
            discharge or reduce that liability; and

      (c)   shall not be affected or impaired by anything (including any
            legal limitation, disability or incapacity on the part of the
            Assignee) which causes any of the obligations of the Assignee
            under this Lease to be or become invalid or unenforceable,

3.    If any of the obligations of the Assignee under this Lease is or
      becomes invalid or unenforceable the Guarantor shall perform and
      discharge all such obligations as if they were primary obligations of
      the Guarantor or shall procure that the Assignee performs and
      discharges all such obligations.

4.    The guarantee set out in this paragraph shall extend to any costs,
      charges and expenses incurred by the Landlord in enforcing or seeking
      its enforcement.

5.    The Guarantor shall make any payments due from it under this
      paragraph in full and, without any deduction or withholding in
      respect of any claim whatsoever (whether by way of set-off,
      counterclaim or otherwise).

6.    If the Landlord brings proceedings against the Assignee, the
      Guarantor shall be bound by any findings of fact, interim or final
      award or interlocutory or final judgment made by an arbitrator or the
      court in those proceedings.

7.    If during the Guarantee Period the Assignee (being a company) enters
      into liquidation and the liquidator disclaims this Lease, or the
      Assignee (being a company) is dissolved and the Crown disclaims this
      Lease, or the Assignee (being an individual) becomes bankrupt and the
      trustee in bankruptcy disclaims this Lease, then within six months
      after the disclaimer the Landlord may require the Guarantor by notice
      to enter into a new lease of the Property for a term equivalent to
      the residue which would have remained of the term granted by this
      Lease if there had been no disclaimer at the same rents and subject
      to the same covenants and conditions (including as to the review of
      rent) as are reserved by and contained in this Lease.

8.    The new lease and the rights and liabilities under it shall take
      effect as from the date of the disclaimer and the Guarantor shall be
      liable for all payments due under the new lease as from the date of
      disclaimer as if the new lease had been granted on the date of
      disclaimer.

9.    The Guarantor shall pay the Landlord's costs of and accept the new
      lease and shall execute and deliver to the Landlord a counterpart of
      it.

10.   If the Landlord does not require the Guarantor to take a new lease of
      the Property the Guarantor shall pay to the Landlord on demand a sum
      equal to the rents that would have been payable under this Lease but
      for the disclaimer in respect of the period from the date of the
      disclaimer until the date which is six months after the date of the
      disclaimer or the date on which the Property has been re-let by the
      Landlord, whichever first occurs.

11.   To the extent that any provision of this guarantee does not conform
      with section 16 of the Act, that provision shall be severed from the
      remainder of this guarantee and this guarantee shall have effect as
      if it excluded that provision.

12.   If any VAT is payable by the Tenant to the Landlord under the terms
      of the Lease, the Guarantor's obligation shall extend to that VAT. If
      the Guarantor makes any payment in respect of VAT, the Landlord's
      obligation to issue a VAT invoice to the Assignee under the Lease in
      respect of that VAT shall not be affected, and the Landlord shall not
      be under any obligation to issue a VAT invoice to the Guarantor in
      respect of that VAT.

13.   In this Schedule:

      "ACT" means the Landlord and Tenant (Covenants) Act 1995;

      "ASSIGNEE" means [insert name of assignee in respect of whom the
      Tenant is entering into the authorised guarantee agreement];

      "GUARANTEE PERIOD" means the period ending on the date on which the
      Assignee is released by virtue of the Landlord and Tenant (Covenants)
      Act 1995.

                               PART B

1.    The Guarantor guarantees to the Landlord the performance by the
      Assignee throughout the Guarantee Period of each of the covenants
      falling to be complied with by the Tenant under this Lease and shall
      indemnify the Landlord against all losses, damages, costs and
      expenses arising or incurred by the Landlord as a result of such
      non-performance.

2.    The obligations of the Guarantor under this guarantee will not be
      affected by:

      (a)   any time or indulgence granted to the Assignee by the Landlord;

      (b)   any legal limitation, disability or other circumstances
            relating to the Assignee or any irregularity, unenforceability
            or invalidity of any obligations of the Assignee under this
            Lease;

      (c)   any licence or consent granted to the Assignee or any variation in
            the terms of this Lease save as provided in section 18 of the Act;

      (d)   the release of one or more of the parties defined as the Guarantor
            (if more than one); or

      (e)   any other act, omission, matter, event or thing whereby (but
            for this provision) the Guarantor would be exonerated in whole
            or in part from the guarantee other than a release under seal
            given by the Landlord.

3.    The Guarantor is liable to the Landlord under this guarantee as sole
      or principal debtor and the obligations of the Guarantor under this
      guarantee constitute a direct, primary and unconditional liability to
      pay on demand to the Landlord any sum which the Assignee is liable to
      pay under this Lease and to perform on demand by the Landlord any
      obligation of the Assignee under this Lease without the need for any
      recourse on the part of the Landlord against the Assignee. If the
      Landlord brings proceedings against the Assignee, the Guarantor shall
      be bound by any findings of fact, interim or final award or
      interlocutory or final judgment made by an arbitrator or the court in
      those proceedings.

4.    If during the Guarantee Period the Assignee (being a company) enters
      into liquidation and the liquidator disclaims this Lease, or the
      Assignee (being a company) is dissolved and the Crown disclaims this
      Lease, or the Assignee (being an individual) becomes bankrupt and the
      trustee in bankruptcy disclaims this Lease, then within six months
      after the disclaimer the Landlord may require the Guarantor by notice
      to enter into a new lease of the Property for a term equivalent to
      the residue which would have remained of the term granted by this
      Lease if there had been no disclaimer at the same rents and subject
      to the same covenants and conditions (including as to the review of
      rent) as are reserved by and contained in this Lease.

5.    The new lease and the rights and liabilities under it shall take
      effect as from the date of the disclaimer and the Guarantor shall be
      liable for all payments due under the new lease as from the date of
      disclaimer as if the new lease had been granted on the date of
      disclaimer.

6.    The Guarantor shall pay the Landlord's costs of and accept the new
      lease and shall execute and deliver to the Landlord a counterpart of
      it.

7.    If the Landlord does not require the Guarantor to take a new lease of
      the Property the Guarantor shall pay to the Landlord on demand a sum
      equal to the rents that would have been payable under this Lease but
      for the disclaimer in respect of the period from the date of the
      disclaimer until the date which is six months after the date of the
      disclaimer or the date on which the Property has been re-let by the
      Landlord, whichever first occurs.

8.    During the Guarantee Period the Guarantor shall not:

      (a)   in the event of any bankruptcy, liquidation, rehabilitation,
            moratorium or other insolvency proceedings relating to the
            Assignee claim or prove as creditor in competition with the
            Landlord; or

      (b)   be entitled to claim or participate in any security held by the
            Landlord in respect of the Assignee's obligations to the Landlord
            under this Lease; or

      (c)   exercise any right of set off against the Assignee.

9.    To the extent that any provision of this guarantee does not conform
      with section 16 of the Act, that provision shall be severed from the
      remainder of this guarantee and this guarantee shall have effect as
      if it excluded that provision.

10.   If any VAT is payable by the Tenant to the Landlord under the terms
      of the Lease, the Guarantor's obligation shall extend to that VAT. If
      the Guarantor makes any payment in respect of VAT, the Landlord's
      obligation to issue a VAT invoice to the Assignee under the Lease in
      respect of that VAT shall not be affected, and the Landlord shall not
      be under any obligation to issue a VAT invoice to the Guarantor in
      respect of that VAT.

11.   In this Schedule:

      "ACT" means the Landlord and Tenant (Covenants) Act 1995;

      "ASSIGNEE" means [insert name of assignee in respect of whom the
      Tenant is entering into the authorised guarantee agreement];

      "GUARANTEE PERIOD" means the period ending on the date on which the
      Assignee is released by virtue of the Landlord and Tenant (Covenants)
      Act 1995."



                                  PART II

                               THE SIDE DEED

                                DATED , [ ]




                     [RELEVANT GLYNWED COMPANY] LIMITED


                                   -and-


                         GLYNWED PROPERTIES LIMITED


                                   -and-


                        NIAGARA LASALLE (UK) LIMITED

                                   -and-

                            NIAGARA CORPORATION




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

                                 SIDE DEED
                       relating to land and buildings
                                  known as
                                    [ ]
                            and lease dated [ ]
                              of that property
                        ----------------------------


                               ALLEN & OVERY
                                   London



THIS DEED is made on [        ], 1999

BETWEEN:

(1)   [RELEVANT GLYNWED COMPANY] LIMITED (registered number [
                  ]) whose registered office is at Headland House, New
      Coventry Road, Sheldon, Birmingham ("GLYNWED");

[(2)  INCLUDE IF APPLICABLE - GLYNWED PROPERTIES LIMITED
      (registered number 254 047) whose registered office is at Headland House,
      New Coventry Road, Sheldon, Birmingham; and]

(3)   NIAGARA LASALLE (UK) LIMITED (registered number 3725308)
      whose registered office is at 1st Floor, Bouverie House, 154 Fleet Street,
      London, EC4A 2DQ ("NIAGARA"); and

(4)   NIAGARA CORPORATION a corporation organised and existing under the
      Laws of the State of Delaware, whose principal office is at 667
      Madison Avenue, New York 10021, USA (the "GUARANTOR".)

RECITALS

(A)   This Deed is supplemental to the Lease by which the Property was
      demised for the Term.

(B)   Glynwed is the landlord under the Lease, Niagara is the tenant under
      the Lease and the Guarantor is the guarantor under the Lease.

[(C)  INCLUDE IF APPLICABLE - Glynwed Properties Limited is the beneficial
      owner of the Property and has confirmed its consent to this Deed.]

(D)   The parties have agreed that while Glynwed is the landlord under the
      Lease and Niagara is the tenant under the Lease and occupies the
      whole of the Property and the Guarantor is the guarantor under the
      Lease, the terms of the Lease shall be varied in accordance with the
      terms of this Deed.

THIS DEED WITNESSES as follows:

1.    DEFINITIONS

      In this Deed:

      "LANDLORD" means Glynwed;

      "LEASE" means the lease of even date herewith and made between
      Glynwed (1) and Niagara (2) in respect of the Property and includes
      all deeds and documents supplemental to it;

      "PROPERTY" means [      ] as more particularly described in the Lease;

      "TENANT" means Niagara;

      "TERM" means the term of years granted by the Lease.

2.    INTERPRETATI0N

(1)   Where there are two or more persons included in the expressions
      "Glynwed", "Niagara" or "Guarantor" each reference to Glynwed or
      Niagara includes a separate reference to each of those persons.

(2)   Any reference, express or implied, to an enactment includes references
      to:

      (a)   that enactment as amended, extended or applied by or under any
            other enactment (before or after the execution of this Deed);

      (b)   any enactment which that enactment re-enacts (with or without
            modification);

      (c)   any subordinate legislation made (before or after the execution
            of this Deed) under that enactment, as amended, extended or
            applied as described in paragraph (a) above or under any
            enactment referred to in paragraph (b) above; and

      (d)   any consents, licences and permissions given (before or after
            the execution of this Deed) under that enactment, as amended,
            extended or applied as described in paragraph (a) above or
            under any enactment referred to in paragraph (b) above or under
            that subordinate legislation and any conditions contained in
            those consents, licences and permissions.

(3)   Any reference, express or implied, to enactments generally includes
      subordinate legislation and any legislation of the European Union
      that is directly applicable in the United Kingdom and includes
      existing enactments and those that come into effect during the Term.

(4)   Sub-clauses (1) to (3) above apply unless the contrary intention appears.

(5)   The headings in this Deed do not affect its interpretation.

3.    THIS DEED

      The provisions of this Deed shall only apply while title to the
      reversion of the Lease is vested in Glynwed and while the Term of the
      Lease is vested in Niagara and whilst Niagara is in occupation of the
      Property and whilst the Guarantor is the guarantor under the Lease
      and then only during the period commencing on the date of the Lease
      and ending either on the date before the date of the first
      transfer/assignment of the reversion of the Lease by Glynwed or on
      the day before the date of the first transfer/assignment of the Lease
      by Niagara, whichever is earlier.

4.    VARIATIONS

      The provisions of the Lease shall be varied in accordance with the
      provisions set out in the Schedule to this Deed

5.    UNDERLETTINGS

      If Niagara underlet the whole of the Property, clause 4 (Variations)
      of this Deed shall not apply.

6.    GUARANTEE

      In consideration of Glynwed entering into this Deed at the
      Guarantor's request, the Guarantor guarantees to Glynwed the
      obligations and liabilities of Niagara under this Deed, such
      guarantee to be on the same terms as the guarantee set out in Clauses
      1 - 6 and 11 of Part A of Schedule 5 to the Lease which is hereby
      incorporated into this Deed subject to all necessary amendments to
      ensure that the guarantee applies to this Deed.

7.    TERMINATION

      This Deed shall terminate on the happening of any one or more of the
      following events:

      (a)   the termination of the Lease (through effluxion of time,
            forfeiture or otherwise) unless the Tenant is granted relief
            from forfeiture but notwithstanding any such termination the
            Tenant shall be under no greater liability to the Landlord in
            relation to any period prior to such termination than it would
            have been if this Deed had not terminated;

      (b)   an assignrnent/transfer of the reversion in the Lease by Glynwed;
            or

      (c)   an assignment or underletting of the whole or any part of the
            Property by Niagara.

8.    ASSIGNMENTS

      This Deed is not capable of assignment by Niagara and is personal to
it.

9.    NO SURRENDER

      This Deed is not intended to and does not effect any surrender of the
      Lease or the grant of any new lease.

10.   GENERAL

(1)   DISPUTES

      Any dispute regarding a provision of this Deed shall be determined by
      a single arbitrator agreed by Glynwed and Niagara or, failing
      agreement, by a single arbitrator appointed by the president or his
      deputy for the time being of the Royal Institution of Chartered
      Surveyors in accordance with the Arbitration Act 1996.

(2)   JOINT AND SEVERAL LIABILITY

      Where Niagara or Glynwed or the Guarantor is more than one person:

      (a)   those persons shall be jointly and severally responsible in
            respect of every obligation undertaken by them under this Deed;
            and

      (b)   Glynwed may release or compromise the liability of any of those
            persons under this Deed or grant any time or other indulgence
            without affecting the liability of any other of them.

(3)   NOTICES IN WRITING

      Every notice, consent, approval or direction given under this Deed
      shall be in writing.

(4)   COUNTERPARTS

      This Deed may be executed in any number of counterparts, all of
      which, taken together, shall constitute one and the same Deed and any
      party may enter into this Deed by executing a counterpart.

11.   NOTICES

      (1)   Any notice or other document to be served under this agreement
            may be delivered or sent by post to the party to be served as
            follows:

            (a)   to Glynwed at the address set out in this Agreement marked
                  for the attention of the Company Secretary;

            (b)   to Niagara at:

                  Victoria Steel Works
                  Bull Lane
                  Moxley
                  Wednesbury
                  West Midlands WS10 8RS

                  marked for the attention of Tony Bagshaw

                  with a copy to Niagara Corporation at 667 Madison Avenue,
                  New York, 10021, USA;

            (c)   to the Guarantor at:

                  667 Madison Avenue, New York, 10021, USA

            or at such other address as it may have notified to the other
            party in accordance with this clause. Any notice or other
            document sent by post shall be sent by prepaid first class
            recorded delivery post (if within the United Kingdom) or by
            prepaid registered airmail (if elsewhere).

      (2)   Any notice or other communication shall be deemed to have been
            duly given:

            (a)   if delivered personally, when left at the address referred to
                  in subclause (1); or

            (b)   if sent by recorded mail other than airmail, two days after
                  posting it; or

            (c)   if sent by registered airmail, six days after posting it,
                  provided always that a notice given in accordance with
                  the above but received on a day which is not a Business
                  Day or after business hours on a Business Day in the
                  place of receipt will only be deemed to be given on the
                  next Business Day in that place.

12.   GOVERNING LAW AND JURISDICTION

(1)   This Deed is governed by and shall be construed in accordance with
      English Law.

(2)   The Guarantor submits to the jurisdiction of the English Courts for
      all purposes relating to this Deed and appoints the Grantee's
      solicitors, Paisner & Co of Bouverie House, 154 Fleet Street, London
      EC4Y 2JD (or such other solicitors as shall be notified by the
      Guarantor to Glynwed) as agent for service of process with respect
      thereto.

IN WITNESS of which this Deed has been executed as a deed in writing and
has been delivered on the date which first appears on page 1.


                              SCHEDULE

The provisions of the Lease shall be varied as follows:

1.    In Clause 1 (Definitions) the definition of "INSURED RISKS" shall be
      deleted and replaced with the following definition:

      "INSURED RISKS" means all risks of physical loss or damage (including
      but not limited to subsidence and theft) as is generally available
      under an all risks policy from time to time available in the
      insurance market.

2.    Sub-clause 5(4)(a) shall be amended so that the wording "or repair
      damage caused by an Insured Risk save where: "shall be deleted from
      the last line of the sub-paragraph (a) and sub-paragraphs 5(4)(a)(i)
      and (ii) shall be deleted.

3.    Clause 8 (Insurance) shall be deleted and replaced with the following new
      Clause 8:

      "8    INSURANCE

      (1)   TENANT'S INSURANCE OBLIGATIONS

            The tenant shall keep the Property insured in the joint names
            of the Landlord and the Tenant with insurers or underwriters of
            repute in accordance with the provisions of this clause.

      (2)   SUM AND RISKS INSURED

            The Property shall be insured in a sum not less than its full
            reinstatement cost against loss or damage by the Insured Risks
            and the insurance shall extend to architects and other
            professional fees in relation to the reinstatement of the
            Property and the cost of demolition and removal of debris.

      (3)   INSURANCE UNAVAILABLE

            The Tenant will immediately notify the Landlord if the Tenant
            is unable to arrange insurance in compliance with the
            provisions of this clause either in whole or in part.

      (4)   REINSTATEMENT

            If the Property is destroyed or damaged by any of the Insured
            Risks, then the Tenant shall use reasonable endeavours to:

            (a)   obtain all consents and permissions necessary for
                  reinstatement as soon as reasonably possible; and

            (b)   subject to obtaining those consents and permissions, lay
                  out as soon as practicable all insurance monies received
                  by the Tenant and an amount equal to any excess imposed
                  by the insurers in reinstating the Property making good
                  any shortfall out of its own money save as set out in
                  sub-clause 8(12)(a) below."

      (5)   FAILURE TO REINSTATE

            (a)   If reinstatement in accordance with sub-clause (4) has
                  not commenced within 9 months of the date of the
                  destruction or damage and provided the Tenant is not
                  prevented from commencing reinstatement because of a
                  supervening event (as defined in sub-clause (10) below)
                  and the Tenant does not within 10 working days of the
                  expiry of that 9 month period exercise the option
                  contained in the Option Deed or if the Tenant exercises
                  the option but subsequently fails to complete the
                  purchase in accordance with the Option Deed the Landlord
                  may at any time after the expiry of the 10 working days
                  or the failure to complete serve written notice on the
                  Tenant terminating the Lease with immediate effect and
                  the provisions of clause 12(3) of the Lease will apply to
                  such termination.

            (b)   If reinstatement by the Tenant has not been completed in
                  accordance with sub-clause (4) above by the date 3 years
                  from the date of damage or destruction of the Property
                  either party may at any time after the expiry of the 3
                  year period serve 10 days written notice on the other
                  terminating the Lease, such termination to take effect on
                  the expiry of the Landlord's written notice and the
                  provision of clause 12(3) of the Lease will apply to such
                  termination.

                  On the termination of the Lease under sub-paragraph (a)
                  or (b) of this sub-clause the Tenant shall pay all
                  insurance monies together with an amount equal to any
                  shortfall in the full reinstatement value of the Property
                  (save as set out in sub- clause 8(12)(a) below) and the
                  cost of architects and other professional fees in
                  relation to the reinstatement of the Property and the
                  cost of demolition and removal of debris to the Landlord
                  save to the extent that the Tenant has properly applied
                  any portion of the insurance monies with the prior
                  written approval of the Landlord to the reinstatement of
                  the Property up to the date of termination of the Lease
                  by the Landlord. Any dispute as to the amount to be paid
                  by the Tenant shall be referred to arbitration.

                  Any Landlord's notice to terminate the Lease served under
                  this sub-clause shall not take effect if at any time
                  prior to the expiry of the notice the Tenant exercises
                  its option to purchase the freehold of the Property
                  pursuant to the Option Deed provided that if the Tenant
                  subsequently fails to complete the purchase in accordance
                  with the Option Deed the Landlord may at any time serve a
                  further notice on the Tenant terminating the Lease with
                  immediate effect and the provisions of clause 12(3) of
                  the Lease will apply to such termination.

      (6)   FAILURE TO INSURE

            If the Tenant fails to insure in accordance with this clause 8
            the Landlord may (but without prejudice to its other rights,
            including its right of re-entry) insure in accordance with this
            clause (but in its sole name or in the joint names of the
            Landlord and Tenant, at the Landlord's option) and all premiums
            paid by the Landlord and all incidental expenses will be
            re-paid by the Tenant to the Landlord on demand.

      (7)   PRODUCTION OF POLICY

            Whenever reasonably required to do so by the Landlord, the
            Tenant shall produce to the Landlord a copy of the insurance
            policy or other evidence of it and evidence of payment of the
            last premium.

      (8)   NOTICE OF DAMAGE

            If the Property is destroyed or damaged by any of the Insured
            Risks, the Tenant shall give notice to the Landlord as soon as
            the destruction or damage comes to the notice of the Tenant or
            ought to have come to the notice of the Tenant and shall,
            within 1 month of such destruction or damage, notify the
            Landlord as to whether or not the Tenant wishes to proceed to
            reinstate the Property. If the Tenant notifies the Landlord that
            the Tenant does not wish to reinstate the Property then all
            insurance monies shall belong to the Landlord free of any
            interest of the Tenant and the Tenant will take all steps
            necessary which are in the Tenant's control or ought reasonably
            to be in its control to ensure that all insurance monies and an
            amount equal to the any shortfall in the full reinstatement
            value of the Property and the cost of the architects and other
            professional fees in relation to the reinstatement of the
            Property and the cost of demolition and removal of debris are
            paid to the Landlord (including paying to the Landlord any
            which are paid to the Tenant) and (subject to complying with
            these obligations as to insurance monies) the Tenant will be
            released from the Tenant's obligation to reinstate under
            sub-clause (4) above and the Landlord may, with immediate
            effect, reinstate the Property and this Lease will terminate on
            the date 12 months after service of the Tenant's notice stating
            that the Tenant does not wish to reinstate. If the Tenant
            notifies the Landlord that it does wish to reinstate the
            Property then the Tenant's break option contained in clause 12
            of the Lease shall be suspended until such time as the Property
            is full reinstated by the Tenant in accordance with sub-clause
            (4) above. Termination will not affect either party's rights in
            connection with any breach by the other of their respective
            obligations in this Lease which may have occurred before the
            date on which this Lease terminates including (without
            limitation) the Landlord's rights in relation to any breach of
            the obligations contained in clause 8(2).

      (9)   PREVENTION OF REINSTATEMENT

            The Tenant shall not be obliged to reinstate the Property in
            accordance with sub-clause (4) while prevented by a supervening
            event. If the Tenant is unable to commence reinstatement within
            twelve months from the date of destruction or damage because of
            a supervening event and the Property or a substantial part of
            it is unfit for occupation either the Landlord or the Tenant
            may determine the Term by serving notice on the other at any
            time within one month of the end of the twelve month period.
            For the avoidance of doubt any notice served by the Landlord
            under this sub-clause to determine the Lease shall not take
            effect if at the time of service the Tenant has exercised its
            option to purchase the freehold of the Property pursuant to the
            Option Deed provided that if the Tenant subsequently fails to
            complete the purchase in accordance with the Option Deed the
            Landlord may at any time serve a further notice on the Tenant
            terminating the Lease with immediate effect. On service of a
            notice to terminate the Term shall cease but without prejudice
            to any rights that either party may have against the other for
            breach of any of the covenants by the Landlord or the Tenant or
            the conditions in this Lease and the Tenant shall pay all
            insurance monies together with an amount equal to any shortfall
            in the full reinstatement value of the Property (save as set
            out in sub-clause 8(l2)(a) below) and the cost of architects
            and other professional fees in relation to the reinstatement of
            the Property and the cost of demolition and removal of debris
            to the Landlord save to the extent that the Tenant has properly
            applied any portion of the insurance monies with the prior
            written approval of the Landlord to the architects or other
            professional fees or debris removal or demolition in attempting
            to reinstate the Property up to the happening of the
            supervening event. Any dispute as to the amount to be paid by
            the Tenant shall be referred to arbitration.

      (10)  SUPERVENING EVENT

            In sub-clause (5) and (9) a supervening event means any of the
            following:

            (a)   inability of the Tenant to obtain the consents and permissions
                  referred to in sub-clause (4) despite using all reasonable
                  endeavours to do so;

            (b)   grant of any of the consents or permissions subject to a
                  lawful condition with which it would be unreasonable to
                  expect the Tenant to comply or the Tenant being requested
                  as a precondition to obtaining any of the consents or
                  permissions to enter into an agreement with the planning
                  authority or any other authority containing conditions
                  with which it would be unreasonable to expect the Tenant
                  to comply;

            (c)   some defect in the site upon which reinstatement is to take
                  place so that it could not be undertaken; and

            (d)   prevention of reinstatement by any cause beyond the control of
                  the Tenant.

      (11)  DOUBLE INSURANCE

            Save as provided in this Deed the Property Agreement and the
            Sale of Business Agreement the Landlord shall not effect any
            insurance relating to the Property against any of the Insured
            Risks.

      (12)  VITIATION

            (a)   If the Landlord does or omits to do anything at the
                  Property which makes the Tenant's insurance policy void
                  or voidable the Landlord shall make up any shortfall in
                  the insurance proceeds out of its own money.

            (b)   The Landlord may, at any time, request that the Tenant
                  obtain and upon such a request use reasonable endeavours
                  to obtain an insurance policy that contains a non-vitiation
                  provisions provided that the Landlord shall pay to the
                  Tenant any increase in the amount of premium attributable
                  to the inclusion of the non-vitiation provision.



THE COMMON SEAL OF            )
[RELEVANT GLYNWED             )
COMPANY LIMITED               )
was affixed in the            )
presence of:                  )

                                 Director:


                                 Secretary:


THE COMMON SEAL OF            )
GLYNWED PROPERTIES            )
LIMITED was affixed in the    )
presence of:                  )

                                 Director:


                                 Secretary:

THE COMMON SEAL OF            )
NIAGARA (UK) LIMITED          )
was affixed in the            )
presence of:                  )

                                 Director:


                                 Secretary:



[EXECUTION CLAUSE FOR
NIAGARA CORPORATION]