AGREED FORM






                                DATED      , 1999




              [RELEVANT GLYNWED COMPANY - LEGAL OWNER] LIMITED

                                  - and -

           [RELEVANT GLYNWED COMPANY - BENEFICIAL OWNER] LIMITED

                                  - and -

                       NIAGARA LASALLE (U.K). LIMITED

                                  - and -

                            NIAGARA CORPORATION








                                 L E A S E

                             of property known
                                     as
                             [                ]




                             [GRAPHIC?OMITTED]
                                   London
                                PY:296087.4



                                  CONTENTS

CLAUSE                                                                  PAGE

1.       DEFINITIONS.......................................................1
2.       INTERPRETATION....................................................3
3.       LEASE.............................................................4
4.       RENT..............................................................4
         (1)      Rent.....................................................4
         (2)      Rent payment dates.......................................5
5.       TENANT'S COVENANTS................................................5
         (1)      Introduction.............................................5
         (2)      Rent.....................................................5
         (3)      Outgoings................................................5
         (4)      Repair...................................................6
         (5)      Redecoration.............................................6
         (6)      Party matters............................................7
         (7)      Entry by the Landlord....................................7
         (8)      Remedy breaches..........................................8
         (9)      Alterations..............................................8
         (10)     Signs....................................................8
         (11)     Use......................................................8
         (12)     Use obligations..........................................8
         (13)     Statutory requirements...................................9
         (14)     Notices.................................................10
         (15)     Planning Acts...........................................10
         (16)     Obstruction.............................................11
         (17)     Obstruction proceedings.................................11
         (18)     Acquisition of rights...................................12
         (19)     Costs...................................................12
         (20)     Indemnity...............................................12
         (21)     Notices for sale and re-letting.........................13
         (22)     Regulations.............................................14
         (23)     New guarantors..........................................14
         (24)     Freehold covenants......................................15
         (25)     Head Lease - [FOR EACH OF THE LONG
                  LEASEHOLD PROPERTIES ONLY...............................15
         (25)     Yield up................................................15
         (26)     Release of Landlord.....................................16
6.       Landlord's Covenants.............................................16
         (1)      Introduction............................................16
         (2)      Quiet enjoyment.........................................16
7.       ALIENATION.......................................................16
         (1)      Restrictions on alienation..............................16
         (2)      Assignment..............................................16
         (3)      Agreement as to circumstances...........................17
         (4)      Agreement as to conditions..............................17
         (5)      Further agreement.......................................18
         (6)      Underletting............................................18
         (7)      Covenants on underletting ..............................18
         (8)      Guarantee on underletting...............................19
         (9)      Form of underlease......................................19
         (10)     Underlease requirements ................................20
         (11)     Associated companies....................................20
         (12)     Charging................................................21
         (13)     Registration of dealings................................21
8.       INSURANCE........................................................21
         (1)      Landlord's insurance obligations........................21
         (2)      Sum and risks insured...................................21
         (3)      Fees....................................................21
         (4)      Production of policy....................................22
         (5)      Reinstatement...........................................22
         (6)      Tenant's insurance obligations..........................22
         (7)      Vitiation...............................................23
         (8)      Increased premium.......................................23
         (9)      Irrecoverable reinstatement cost........................23
         (10)     Notice of damage........................................23
         (11)     Double insurance........................................23
         (12)     Relevant matters........................................24
         (13)     Fire authority requirements.............................24
         (14)     Cesser of rent..........................................24
         (15)     Prevention of reinstatement.............................25
         (16)     Completion of reinstatement.............................25
         (17)     Supervening event.......................................25
9.       GUARANTOR'S COVENANT.............................................26
10.      RE-ENTRY.........................................................26
11.      VAT..............................................................27
12.      GENERAL..........................................................28
         (1)      Interest and powers of recovery.........................28
         (2)      Interest on breach......................................28
         (3)      Disputes................................................28
         (4)      Compensation............................................28
         (5)      Joint and several liability.............................28
         (6)      Whole agreement.........................................29
         (7)      Representations.........................................29
         (8)      Rights of entry.........................................29
         (9)      Interpretation of covenants.............................29
         (10)     Tenant's possessions....................................29
         (11)     Other land..............................................30
         (12)     Head Lease and Charge - [FOR LEASES OF LONG LEASEHOLD
                           PROPERTIES ONLY]...............................30
         (12)     Charge - [FOR LEASES OF FREEHOLD PROPERTIES ONLY].......31
         (13)     Perpetuity period.......................................32
         (14)     Severance...............................................32
         (15)     Notices in writing......................................32
         (16)     Counterparts............................................32
13.      RIGHT TO BREAK...................................................32
14.      EXCLUSION AGREEMENT..............................................32
15.      NOTICES..........................................................32
16.      GOVERNING LAW AND JURISDICTION...................................33


SCHEDULES

1.       The Property......................................................35
2.       Rights granted to the Tenant......................................35
3.       Rights reserved to the Landlord...................................35
4.       Matters affecting the Property ...................................35
5.       Guarantee provisions..............................................36
6.       Authorised guarantee agreement....................................38
7.       Schedule of Landlord's Fixtures and Fittings......................40




THIS  LEASE is made on [                             ], 1999

BETWEEN:


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

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

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

This Lease is a new tenancy for the purposes of section 1 of Landlord and
Tenant (Covenants) Act 1995.

WHEREAS Glynwed are a party to this Lease as beneficial owner of the Property;

THIS DEED WITNESSES as follows:

2.       DEFINITIONS
         In this Lease:

         "ASSIGN" includes entering into any form of equitable assignment
         of the Property, but does not include entering into a contract for
         the assignment or transfer of the Property, and "assignment" shall
         be similarly construed;

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on
         which banks are generally open in London for normal business;

         "CLEARING BANK" means a bank which is a member of CHAPS Clearing
         Company Limited;

         "CONDUITS" includes those for sewage, water, gas, electricity,
         telecommunications and data processing;

         "DEFAULT INTEREST RATE" means three per centum per annum above the
         Interest Rate;

         "END OF THE TERM" includes the expiry of the Term by effluxion of
         time or the determination of the Term by forfeiture, surrender,
         merger, notice or in any other way;

         "FIXTURES AND FITTINGS" means the fixtures and fittings listed in
         Schedule 7;

         "GUARANTOR" includes the person named in this Lease as guarantor,
         if any, and any other person who is for the time being a guarantor
         in respect of the Tenant's obligations under this Lease and his
         personal representatives and successors;

         ["HEAD LEASE" means the Lease under which the Landlord is for the
         time being entitled to the reversion in part of the Property
         immediately expectant on the End of the Term and every lease
         (whether immediate or otherwise) out of which that lease was
         created, all deeds varying any of the leases and all deeds
         supplemental to those leases and all licences and consents granted
         under any of those leases or under any deed of variation; [TO BE
         INSERTED FOR LONG LEASEHOLD PROPERTIES ONLY].]

         "INSURED RISKS" means fire, lightning, explosion, earthquake,
         aircraft and other aerial devices and articles dropped from them,
         escape of oil, impact by vehicles or animals, riot, civil
         commotion, strikes and labour disturbances, storm, flood, bursting
         and overflowing of water tanks, apparatus or pipes and other risks
         against which the Landlord reasonably decides from time to time to
         insure to the extent to which the risks mentioned in this
         definition are insurable with the Landlord's insurers but shall
         include loss or damage by acts of terrorism if and only to the
         extent that the Landlord has insured against acts of terrorism;

         "INTEREST RATE" means the base rate for the time being of National
         Westminster Bank PLC or of another Clearing Bank designated from
         time to time by the Landlord;

         "LANDLORD" includes the person for the time being entitled to the
         reversion immediately expectant on the End of the Term;

         "LEASE" means this lease, all deeds varying this lease and all
         licences and consents granted under this lease or under any deed
         of variation and all deeds supplemental to this lease;

         "PLANNING ACTS" means the Town and Country Planning Act 1990, the
         Planning (Listed Building and Conservation Areas) Act 1990, the
         Planning (Hazardous Substances) Act 1990, the Planning
         (Consequential Provisions) Act 1990 and the Planning and
         Compensation Act 1991;

         "PROPERTY" means the property described in Schedule 1 and every
         part of it and all additions and alterations to it and includes
         (without limitation):

         (a)      every part of all buildings and other structures now or
                  during the Term on the property including walls, roofs,
                  foundations, load-bearing parts, doors, windows and
                  Conduits;

         (b)      roadways, footpaths, service roads, service areas, car
                  parks, loading bays and landscaped and open areas;

         (c)      the Fixtures and Fittings;

         (d)      electrical and mechanical installations, plant, equipment
                  and machinery including (without limitation) lifts,
                  heating plant, air conditioning plant and ventilation
                  plant and radiators;

         (e)      sanitary equipment including washbasins;

         (f)      boundary walls and fences; and

         (g)      any plate glass.

         "QUARTER DAYS" means 25th March, 24th June, 29th September and
25th December in every year;

         "RENT" includes all sums reserved as rent by this Lease;

         "SCHEDULE OF CONDITION" means the schedule of condition prepared
         by DTZ Debenham Thorpe [annexed to this Lease or to be prepared
         pursuant to the terms of the property agreement (the "Property
         Agreement") between Glynwed Property Management Limited, Glynwed
         Properties Limited, Niagara LaSalle (U.K.) Limited, Niagara
         Corporation and Glynwed International plc];

         "TENANT" includes the Tenant's successors in title;

         "TERM" means the term granted by this Lease as may be determined
         in accordance with this Lease;

         "TERM COMMENCEMENT DATE" means the date of commencement of the
         Term specified in clause 3(1);

         "VAT" means value added tax;

         "VAT ACT 1994" means the Value Added Tax Act 1994;

         "VAT GROUP" means two or more bodies corporate registered as a
         group for VAT purposes under section 43 VAT Act 1994.

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

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

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

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

         (d)      any subordinate legislation made (before or after the
                  execution of this Lease) 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

         (e)      any consents, licences and permissions given (before or
                  after the execution of this Lease) 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.

         (f)      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.

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

         (h)      The headings in this Lease do not affect its interpretation.

4.       LEASE

(1)      The Landlord and Glynwed lets the Property to the Tenant together
         with the rights set out in Schedule 2 but except and reserving to
         the Landlord the rights set out in Schedule 3 for the term of ten
         years commencing on [ ] 1999 subject to all rights and covenants
         affecting the Property including (without limitation) the matters
         contained or referred to in Schedule 4 at a yearly rent
         ascertained in accordance with clause 4.

(2)      The rights granted to the Tenant are granted in common with the
         Landlord, any person authorised by the Landlord and everyone else
         having the like or similar rights.

(3)      This Lease does not include any rights other than those set out in
         Schedule 2.

(4)      The rights excepted and reserved to the Landlord may be exercised
         also by those authorised by the Landlord and by anyone else who is
         or may become entitled to exercise them.

5.       RENT

(1)      RENT

         The yearly rent shall be:

         (b)      until (but not including) the second anniversary of the
                  date of the Lease, a peppercorn (if demanded);

         (c)      from and including the second anniversary of the date of
                  the Lease until (but not including) the sixth anniversary
                  of the date of the Lease, the sum of(pound)[]; and

         (d)      from and including the sixth anniversary of the date of
                  the Lease until the expiration of the Term, the sum
                  of(pound)[].

(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.

5.       TENANT'S COVENANTS

(1)      INTRODUCTION

         The Tenant covenants with the Landlord to comply with its
         obligations set out in this clause and in clauses 7 and 8.

(2)      RENT
         The Tenant shall:

         (e)      pay the yearly rent to the Landlord at the times and in
                  the manner referred to in clause 4 without any deduction
                  and (if required by the Landlord) by banker's standing
                  order; and

         (f)      not exercise or seek to exercise any right or claim to
                  withhold rent or any right or claim to legal or equitable
                  set-off.

(3)      OUTGOINGS

         The Tenant shall:

         (a)      pay all present and future Outgoings assessed, charged or
                  imposed on, or payable in respect of the Property or
                  assessed, charged or imposed on, or payable by its owner
                  or occupier;

         (b)      pay the proportion properly attributable to the Property
                  of all Outgoings assessed, charged or imposed on or
                  payable in respect of the Property and other properties
                  or assessed, charged or imposed on or payable by the
                  owner or occupier of the Property and other properties;

         (c)      pay all charges for the supply to and consumption at the
                  Property of water, gas and electricity and all charges
                  for telecommunications (including equipment rents) and
                  observe and perform all regulations of the supply
                  authorities;

         (d)      where such charges as are referred to in paragraph (c)
                  are made in relation to the Property and other properties
                  or upon the owner or occupier of the Property and other
                  properties, pay the suppliers and indemnify the Landlord
                  against the proportion of those charges properly
                  attributable to the Property or its owner or occupier;
                  and

         (e)      if, during the first six years of the Term, the Landlord
                  loses rating relief because it has been allowed to the
                  Tenant or any person deriving title under the Tenant
                  during the Term, make good that loss to the Landlord.

         In this sub-clause "OUTGOINGS" means rates, taxes, duties,
         charges, assessments, impositions and outgoings whether
         parliamentary, parochial, local or of any other description and
         whether of the nature of capital or revenue and even though of a
         wholly novel character save any arising out of the receipt of the
         rent or any dealing with the reversionary interest and the
         proportion referred to in paragraphs (b) and (d) shall be
         determined by the Landlord acting properly and reasonably and
         shall be conclusive save, in the case of manifest error or as to
         questions of law.

(4)      REPAIR

         The Tenant shall:

         (a)      keep the Property in repair but shall not be obliged to
                  put or keep the Property in any better condition than it
                  is at present as evidenced by the Schedule of Condition
                  or repair damage caused by an Insured Risk save where:

                  (i)      the damage is not insured because of an
                           exclusion, limitation or excess imposed by the
                           insurers; or

                  (ii)     the insurance monies are irrecoverable because
                           of the act, default or omission of the Tenant,
                           any person deriving title under the Tenant or
                           anyone at the Property with the express or
                           implied authority of any of them save for any
                           acts or defaults of the Landlord or its agents
                           and workmen;

         (b)      where beyond economic repair, replace all the Landlord's
                  Fixtures and Fittings in the Property which become beyond
                  repair during the Term with those of no lesser quality;

         (c)      keep all windows and other glass in the Property (both
                  inside and outside) clean cleaning as frequently as is
                  appropriate to a property of this nature;

         (d)      keep any open area within the Property adequately
                  surfaced (where appropriate), in good condition and,
                  where landscaped, properly cultivated and free from
                  weeds;

         (e)      ensure that electrical circuits within the Property
                  comply with the then current regulations of the Institute
                  of Electrical Engineers or other amended standards or
                  recommended current codes of practice;

         (f)      notify the Landlord of all defects in the Property which
                  are relevant defects for the purpose of section 4 of the
                  Defective Premises Act 1972 save any identified in the
                  Schedule of Condition.

(5)      REDECORATION

         The Tenant shall redecorate the exterior of the Property in every
         third year and in the last year of the Term but not more
         frequently than once in any year and in the case of the interior
         of the Property shall carry out such redecoration as is necessary
         from time to time so as to ensure that there is no deterioration
         in the state and condition of the Property as evidenced by the
         Schedule of Condition and, in the case of decorations carried out
         in the last year of the Term in colours first approved by the
         Landlord such approval not to be unreasonably withheld or delayed,
         save that nothing in this clause shall oblige the Tenant to
         redecorate the Property to any better standard than it is at
         present, as evidenced by the Schedule of Condition. The Tenant
         shall also have all parts of the Property requiring treatment for
         their preservation and protection treated in accordance with the
         normal methods for preserving and protecting them. All works under
         this sub-clause shall be carried out in a good and workmanlike
         manner and with suitable, good quality materials.

         In this sub-clause the "LAST YEAR OF THE TERM" means the period of
         12 months ending at the End of the Term.

(6)      PARTY MATTERS

         The Tenant shall pay a fair proportion of all costs and expenses
         payable in respect of repairing, lighting, cleansing and
         maintaining anything used in common by the Property and any other
         property save that where any such items are included in the
         Schedule of Condition the Tenant shall not be liable to make any
         such contribution to the extent that the contribution puts such
         items in any better state of repair and condition than that
         evidenced by the Schedule of Condition. The proportion shall
         be determined by the Landlord acting properly and reasonably and
         shall be conclusive save in the case of manifest error or as to
         questions of law.

(7)      ENTRY BY THE LANDLORD

         The Tenant shall:

         (a)      permit the Landlord to enter the Property to examine its
                  condition and take inventories of Landlord's Fixtures and
                  Fittings (if any);

         (b)      permit the Landlord to enter the Property to exercise any
                  of the rights reserved to the Landlord by this Lease
                  subject to the Landlord;

                  (i)      making good to the Tenant all damage to the
                           Property to the reasonable satisfaction of the
                           Tenant but not being obliged to compensate the
                           Tenant for any loss arising from interference
                           with the Tenant's business suffered by the
                           Tenant; and

                  (ii)     causing as little disturbance to the Tenant as
                           reasonably possible.

         (c)      permit the Landlord to enter the Property and inspect and
                  measure the Property for all purposes connected with
                  insurance of the Property.

         (d)      furnish all information relevant for those purposes as
                  the Landlord or anyone having a right of entry under this
                  sub-clause may reasonably request.

         Except in case of emergency the Landlord shall give the Tenant
         reasonable prior notice before exercising the right of entry.
         After notice or in case of emergency the Landlord may break into
         the Property.

(8)      REMEDY BREACHES

         The Tenant shall remedy all breaches of covenant notified by the
         Landlord to the Tenant which the Tenant is liable to remedy under
         this Lease as soon as possible and in any event within two months
         after service of the notice. If the Tenant fails to do so, the
         Landlord may enter the Property and remedy the breach. All proper
         costs and expenses incurred by the Landlord shall be paid by the
         Tenant on demand.

(9)      ALTERATIONS

         The Tenant shall:

         (a)      not make any external or structural alteration or
                  addition to the Property nor make any non-structural
                  alteration to the Property without the prior consent of
                  the Landlord which shall not be unreasonably withheld or
                  delayed; and

         (b)      before the End of the Term, unless released by the
                  Landlord in writing but not otherwise, remove any
                  alteration or addition and make good all damage caused by
                  the removal.

(10)     SIGNS

         The Tenant shall:

         (a)      not display on the Property any signs visible from
                  outside the Property except those which are reasonably
                  necessary in connection with the business carried on at
                  the Property;

         (b)      not affix to the Property any external radio, television
                  or other aerial or satellite dish or any pole, mast, flag
                  or wire without the prior consent of the Landlord which
                  shall not be unreasonably withheld or delayed;

         (c)      at the End of the Term remove all signs and items
                  referred to in sub-clause (b) (including any erected
                  before the beginning of the Term) and make good all
                  damage caused by their removal.

         In this sub-clause "SIGNS" includes signs, hoardings, posters,
         placards, advertisements, bills, inscriptions and letters.

(11)     USE

         The Property shall not be used other than for any use being a use
         within [Class B2/B8] Business in the schedule to the Town and
         Country Planning (Use Classes) Order 1987 as that Order is in
         force at the date of this Lease together with other proper
         ancillary uses.

(12)     USE OBLIGATIONS

         The Tenant shall:

          (a)     use any open area within the Property only for the
                  purpose for which it is designed and not keep any caravan
                  or temporary building on it (other than any items
                  normally stored outside the buildings on the Property in
                  connection with the permitted use under this Lease);

         (b)      not leave the Property unoccupied for more than a month
                  without notifying the Landlord and providing the security
                  arrangements required by the Landlord's insurers;

         (c)      not do anything on the Property which may become a
                  nuisance, damage, danger, or material annoyance or
                  inconvenience to the Landlord or any nearby owner or
                  occupier the Landlord acknowledging that as far as it is
                  concerned the proper use of the Property within Class
                  [B2/B8] in the schedule to the Town & Country Planning
                  (Use Classes) Order 1987 together with proper ancillary
                  uses and use which is otherwise in accordance with the
                  provisions of this Lease would not itself constitute a
                  breach of this covenant;

         (d)      not allow to pass into the Conduits serving the Property
                  anything that may obstruct them or cause damage, danger
                  or pollution or anything poisonous or radioactive;

         (e)      not bring onto or keep in the Property anything
                  dangerous, inflammable, explosive, noxious or offensive
                  save where necessary and usual for the permitted use
                  under this Lease;

         (f)      not use the Property for any illegal or immoral purpose
                  or for any dangerous, noxious, noisy or offensive
                  occupation or in any manner so as to be offensive to the
                  occupiers of any nearby property;

         (g)      not use the Property for the holding of public meetings
                  or auction sales or as a residence or sleep at the
                  Property or keep any animal on it (other than a guard
                  dog);

         (h)      not overload the Property or its Conduits; and

         (i)      not obstruct any road or footpath within or serving the
                  Property and not do anything as a result of which
                  reasonable use of the road or footpath by others may be
                  impeded.

(13)     STATUTORY REQUIREMENTS

         The Tenant shall comply with every enactment and with the
         requirements and recommendations of every authority relating to or
         affecting the Property or its use or the employment of anyone at
         the Property or any equipment or chattels in the Property and
         whether applicable to the owner, landlord, tenant or occupier of
         the Property.

         In this sub-clause "authority" includes every government
         department, local or other authority and court of competent
         jurisdiction.

(14)     NOTICES

         The Tenant shall:

         (a)      give the Landlord a copy of every notice or order and of
                  every proposal for a notice or order issued to the
                  Tenant, its sub-tenants or any occupier of the Property
                  or left at the Property in each case relating to the
                  Property as soon as practicable after receipt;

         (b)      take all steps necessary to comply with every such notice
                  or order without delay; and

         (c)      at the request of the Landlord but at the joint cost of
                  the Landlord and the Tenant, make or join with the
                  Landlord in making such objections or representations in
                  respect of the notice, order or proposal as the Landlord
                  shall think fit.

(15)     PLANNING ACTS

         The Tenant shall:

         (a)      comply with the Planning Acts in relation to the
                  Property, any operations carried out at the Property and
                  its use and not commit any breach of planning control;

         (b)      obtain from the local planning authority planning
                  permission for the carrying out of any operation on the
                  Property or the institution or continuance of any use
                  which may constitute development within the meaning of
                  the Planning Acts;

         (c)      not make any application for planning permission without
                  the prior consent of the Landlord to the making of the
                  application such consent not to be unreasonably withheld
                  or delayed;

         (d)      forthwith after the grant or refusal of any application,
                  give the Landlord a copy of the permission or the
                  refusal;

         (e)      not make any alteration or addition to or change of use
                  of the Property (being an alteration or addition or
                  change of use which is prohibited by this Lease or for
                  which the consent of the Landlord must be obtained under
                  this Lease and for which a planning permission must be
                  obtained) before planning permission for it has been
                  produced to the Landlord and acknowledged by the Landlord
                  as satisfactory to it such acknowledgement not to be
                  unreasonably withheld or delayed but so that the Landlord
                  may refuse to express satisfaction with the planning
                  permission on the grounds that anything contained in it
                  or omitted from it in the opinion of the Landlord would
                  be or be likely to be prejudicial to the Landlord's
                  interest in the Property during the Term or after the End
                  of the Term;

         (f)      pay any charge imposed under the Planning Acts in respect
                  of the carrying out of any operation or the institution
                  or continuance of any use;

         (g)      unless the Landlord directs otherwise, carry out before
                  the End of the Term all works required to be carried out
                  as a condition of any planning permission which may have
                  been granted and implemented during the Term whether or
                  not the date by which the planning permission requires
                  those works to be carried out falls within the Term;

         (h)      pay to the Landlord on demand a fair proportion of any
                  compensation received by the Tenant because of a
                  restriction on the use of the Property under the Planning
                  Acts, any dispute as to the proportion to be referred to
                  arbitration;

         (i)      produce to the Landlord all drawings, documents and other
                  evidence required by the Landlord to satisfy itself that
                  this sub-clause has been complied with;

         (j)      not implement any planning permission (which contains a
                  requirement for works the cost of which exceed
                  (pound)50,000) without providing security where
                  reasonably required by the Landlord for compliance with
                  the conditions imposed by that permission;

         (k)      not serve any purchase notice under the Planning Acts
                  requiring any authority to purchase the Tenant's interest
                  in the Property without first offering to surrender this
                  Lease at the price which might reasonably be expected to
                  be obtained from the authority under the purchase notice,
                  any dispute as to the amount of the price to be referred
                  to arbitration;

         (l)      at the request of the Landlord and at the cost of the
                  Landlord to make or join in making any planning
                  application required by the Landlord and not make any
                  objection or adverse representation in respect of any
                  planning application made by or with the consent of the
                  Landlord.

         In this sub-clause "OPERATION" and "DEVELOPMENT" each includes
         works to any listed building which are prohibited by the Planning
         Acts unless authorised by them and "planning permission" includes
         listed building consent.

(16)     OBSTRUCTION

         The Tenant shall not:

         (a)      stop up, darken or obstruct any window in such a way as
                  could prejudice any rights or light or air to that window
                  or opening belonging to the Property; or

         (b)      give to any third party any acknowledgement that the
                  Tenant enjoys the access of light or air to any of the
                  windows or openings in the Property by the consent of a
                  third party; or

         (c)      pay to any third party any sum of money or enter into any
                  agreement with any third party for the purpose of
                  inducing or binding him to abstain from obstructing the
                  access of light or air to any window or opening.

(17)     OBSTRUCTION PROCEEDINGS

         If any of the owners or occupiers of nearby land or buildings do
         or threaten to do anything which obstructs or may obstruct the
         access of light or air to any of the windows or openings in the
         Property, the Tenant shall:

         (a)      forthwith upon becoming aware of the same or when the
                  Tenant ought reasonably to be aware of the same notify
                  the same to the Landlord;

         (b)      permit the Landlord to bring proceedings in the name and
                  at the joint cost of the Landlord and the Tenant against
                  any of the owners or occupiers of the nearby land or
                  buildings in respect of the obstruction; and

         (c)      take all reasonable steps to prevent such obstruction.

(18)     ACQUISITION OF RIGHTS

         The Tenant shall not allow any easement to be acquired over the
         Property. If any easement is acquired or attempted to be acquired,
         the Tenant shall give notice of it to the Landlord as soon as
         possible after becoming aware of the same or when the Tenant ought
         reasonably to be aware of the same and at the request of the
         Landlord but at the joint cost of the Landlord and the Tenant
         adopt the course required by the Landlord for preventing the
         acquisition of the easement.

(19)     COSTS

         The Tenant shall pay on an indemnity basis all proper costs and
expenses incurred by the Landlord:

         (a)      in or in contemplation of any proceedings relating to the
                  Property under the Law of Property Act 1925 sections 146
                  and 147, or the Leasehold Property (Repairs) Act 1938,
                  the preparation and service of any notice under those
                  sections or the taking of steps subsequent to such notice
                  notwithstanding that forfeiture is avoided otherwise than
                  by relief granted by the Court;

         (b)      in the preparation and service of any notice to repair or
                  any schedule of dilapidations at any time during the Term
                  or within three months after the End of the Term;

         (c)      in connection with the recovery of arrears of Rent or
                  other sums due to the Landlord under this Lease including
                  the levy or attempted levy of any distress; and

         (d)      in respect of any application for consent required by
                  this Lease whether or not the consent is granted
                  (including any inspection of works authorised by the
                  consent and of any re-instatement of those works)
                  provided such costs are reasonable.

         Where the Landlord could recover the cost of services or advice
         under the first part of this sub-clause if they were undertaken by
         a third party but those services or that advice are provided by
         the Landlord or by a company which is a member of the same group
         as the Landlord (within the meaning of section 42 of the Landlord
         and Tenant Act 1954), the Tenant shall pay to the Landlord or to
         that company a reasonable sum (plus VAT if payable) for such
         services or advice but not more than the amount payable by the
         Tenant if those services or that advice had been provided by a
         third party.

(20)     INDEMNITY

         The Tenant shall:

         (a)      pay and make good to the Landlord every loss and damage
                  incurred or sustained by the Landlord as a consequence of
                  every breach or non-observance of the covenants by the
                  Tenant in this Lease and indemnify the Landlord against
                  all actions, claims, liabilities, and proper costs and
                  expenses arising by reason of the breach; and

         (b)      indemnify and keep the Landlord indemnified from
                  liability in respect of all loss, damage, actions,
                  proceedings, claims, demands, proper costs, damages and
                  expenses in respect of any injury to or the death of any
                  person or damage to any property or in respect of the
                  infringement, disturbance or destruction of any right by
                  reason of or arising in any way directly or indirectly
                  out of:

                  (i)      the state of repair or condition of the Property
                           to the extent to which the state of repair or
                           condition of the Property is the responsibility
                           of the Tenant under this Lease;

                  (ii)     the act, omission or default of the Tenant, any
                           person deriving title under the Tenant or any
                           person at the Property with the express or
                           implied authority of any of them (other than the
                           Landlord its agents or workmen);

                  (iii)    the construction or existence of any additions
                           or alterations to the Property made during the
                           Term;

                  (iv)     the use of the Property during the Term;

                  (v)      anything now or in the future attached to or on
                           the Property;

                  (vi)     the use of vehicles on the Property;

                  (vii)    the omission of the Tenant to give written
                           notice to the Landlord of any defects or items
                           requiring repair arising during the Term of
                           which the Tenant is aware or ought reasonably to
                           be aware save any contained in the Schedule of
                           Condition; and

                  (viii)   any breach by the Tenant or by any person
                           deriving title under the Tenant of any covenant
                           by the Tenant or any condition contained in this
                           Lease.

(21)     NOTICES FOR SALE AND RE-LETTING
         The Tenant shall:

         (a)      permit the Landlord during the six months before the End
                  of the Term to affix to the Property a notice for
                  re-letting it;

         (b)      permit the Landlord at any time during the Term to affix
                  to the Property a notice of a usual size for dealing with
                  the Landlord's interest in the Property; and

         (c)      permit all persons with written authority from the
                  Landlord or the Landlord's agent to view the Property at
                  all reasonable times in connection with a sale and
                  re-letting and by appointment.

(22)     REGULATIONS

         The Tenant shall observe all reasonable regulations made by the
         Landlord for the proper management of the Property.

(23)     NEW GUARANTORS

         If a guarantor's event of default occurs, the Tenant shall notify
         the Landlord of the event within ten Business Days of its
         occurrence. If the Landlord serves notice on the Tenant under this
         sub-clause within thirty Business Days of service of the Tenant's
         notice, the Tenant shall procure that guarantors acceptable to the
         Landlord shall covenant by deed with the Landlord in the form set
         out in schedule 5.

         In this sub-clause a guarantor's event of default is any of the
following:

         (a)      in the case of a Guarantor who is an individual:

                  (i)      the death of the individual;

                  (ii)     the individual being regarded as a patient under
                           the Mental Health Act 1983 section 94;

                  (iii)    an application being made for an interim order
                           in respect of the individual or an interim order
                           being made under the Insolvency Act 1986;

                  (iv)     the making by the individual of a proposal for a
                           voluntary arrangement;

                  (v)      a petition being presented for a bankruptcy
                           order to be made against the individual or a
                           bankruptcy order being made;

         (b)      in the case of a Guarantor which is a company:

                  (i)      a proposal being made to the company and to its
                           creditors for a voluntary arrangement;

                  (ii)     a petition being presented for an administration
                           order in respect of the company or an
                           administration order being made;

                  (iii)    the company having an administrative or other
                           receiver or a manager appointed of the whole or
                           any part of its property;

                  (iv)     the company passing a resolution for winding up
                           or a petition being presented for the winding up
                           of the company or a winding up order being made
                           or the company being dissolved other than (in
                           any such case) a voluntary winding up of a
                           solvent company for the purposes of amalgamation
                           or reconstruction;

                  (v)      the company, having been registered as an
                           unlimited company, being re-registered as a
                           limited company without the previous consent of
                           the Landlord;

         (c)      in the case of a Guarantor who is an individual or which
                  is a company:

                  (i)      the individual or the company entering into any
                           kind of composition, scheme of arrangement,
                           compromise or arrangement for the benefit of
                           creditors or any class of creditors or
                           permitting or suffering any distress or
                           execution to be levied on his goods;

                  (ii)     there occurring in relation to the individual or
                           the company in any country or territory in which
                           he carries on business or to the jurisdiction of
                           whose courts he or any of his property is
                           subject any event which corresponds in that
                           country or territory with any of those mentioned
                           in paragraphs (a)(iii) to (v) or (b) above or
                           the individual or the company otherwise becoming
                           subject in any such country or territory to any
                           law relating to insolvency, bankruptcy or
                           winding up.

(24)     FREEHOLD COVENANTS

         The Tenant shall observe and perform the covenants contained or
         referred to in Schedule 4 so far as they relate to the Property
         and are still subsisting and capable of taking effect.

(25)     HEAD LEASE - [FOR EACH OF THE LONG LEASEHOLD PROPERTIES ONLY

         The Tenant shall:

         (a)      From the date of this Lease observe and perform the
                  covenants by the tenant contained in the Head Lease
                  except the covenants for payment of rent and for
                  insurance;

         (b)      not do or omit anything whereby the Head Lease may be
                  avoided or forfeited; and

         (c)      allow the Landlord to enter the Property and to perform
                  any of the covenants by the Tenant in the Head Lease
                  which may be necessary to prevent a forfeiture of the
                  Head Lease.]

(25)     YIELD UP

         The Tenant shall:

         (a)      yield up the Property (except tenant's or trade fixtures)
                  to the Landlord at the End of the Term with vacant
                  possession and in accordance with the Tenant's covenants
                  in this Lease; and

         (b)      make good to the reasonable satisfaction of the Landlord
                  all damage occasioned by the removal of any tenant's or
                  trade fixtures save that where the Tenant removes, as
                  tenant's fixtures, plant and machinery acquired pursuant
                  to the sale of business agreement (dated  , 1999 between
                  Glynwed Steels Limited, Glynwed International plc,
                  Niagara LaSalle (UK) Limited and Niagara Corporation)
                  from the positions such plant and machinery were in at
                  the date of this Lease, the Tenant shall not be obliged
                  to fill in the holes made to accommodate such plant and
                  machinery.

(26)     RELEASE OF LANDLORD

         The Tenant agrees that if the Landlord or any former landlord
         applies for release of a covenant under section 8 of the Landlord
         and Tenant (Covenants) Act 1995 the Tenant shall not object
         unreasonably to the release of the Landlord or the former
         landlord.

6.       LANDLORD'S COVENANTS

(1)      INTRODUCTION

         The Landlord covenants with the Tenant to comply with its
         obligations set out in this clause and in clause 8.

(2)      QUIET ENJOYMENT

         The Tenant may peaceably and quietly hold and enjoy the Property
         during the Term without any lawful interruption by the Landlord or
         any person claiming under or in trust for the Landlord.

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 to contain the provisions in Schedule 6
                  or 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 provisions equivalent
                  to those contained in paragraphs 1 to 4 and 9 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 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(1)(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 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
         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 (e); 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 a Landlord's break option upon the same terms as
                  the Tenant's break option set out in clause 13 of this
                  Lease and, in the licence to underlet a covenant from the
                  Tenant to the Landlord to exercise that break option in
                  the event that it exercises the Tenant's break option
                  contained in this Lease.

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

(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.

         In paragraphs (c) to (e) 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.

8.       INSURANCE

(1)      LANDLORD'S INSURANCE OBLIGATIONS

         Unless the insurance is vitiated by any act, default or omission
         of the Tenant, any person deriving title under the Tenant or any
         person at the Property with the express or implied authority of
         any of them, the Landlord shall keep the Property (other than
         plate glass and tenant's or trade fixtures) insured with insurers
         or underwriters selected by the Landlord in accordance with the
         provisions of this clause to the extent to which the Property is
         insurable and subject to all exclusions, limitations and excesses
         imposed by the insurers.

(2)      SUM AND RISKS INSURED

         The Property shall be insured in a sum not less than its full
         reinstatement cost (as determined from time to time by the
         Landlord) against loss or damage by the Insured Risks.

(3)      FEES

         The insurance shall extend to:

         (a)      architects' and other professional fees in relation to
                  the reinstatement of the Property;

         (b)      the costs of demolition and removal of debris; and

         (c)      loss of rent for the following three years of the Term.

(4)      PRODUCTION OF POLICY

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

(5)      REINSTATEMENT

         Subject to sub-clause (15) if the Property is destroyed or damaged
         by any of the Insured Risks, then unless the insurance is vitiated
         by any act, default or omission of the Tenant, any person deriving
         title under the Tenant or any person at the Property with the
         express or implied authority of any of them, the Landlord 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 Landlord (other than for fees and loss of rent) in
                  reinstating the Property making good any shortfall out of
                  its own money save where such shortfall:

                  (i)      arises due to any default, act or omission of
                           the Tenant, its undertenant or any person at the
                           Property with the express or implied authority
                           of any of them; and

                  (ii)     relates to excesses, exclusions or limitations.

         In reinstating the Property, the Landlord may make such variations
         to its design as the Landlord reasonably decides, so long as the
         Tenant is provided with accommodation which is substantially the
         same as that previously comprised in the Property.

(6)      TENANT'S INSURANCE OBLIGATIONS

         The Tenant shall pay to the Landlord on demand:

         (a)      every premium payable by the Landlord for insuring the
                  Property in accordance with its obligations in sub-clause
                  (1) and for effecting in relation to the Property
                  insurance in respect of liability to third parties
                  including members of the public and such other insurances
                  as the Landlord acting reasonably considers desirable;

         (b)      where the policy includes the Property and other
                  properties, the fair proportion properly attributable to
                  the Property of every premium payable by the Landlord for
                  insuring the Property and the other properties in
                  accordance with its obligations in sub-clause (1) and for
                  effecting (in relation to the Property and the other
                  properties) the other insurances referred to in
                  sub-paragraph (a), the proportion to be determined by the
                  Landlord acting reasonably whose determination shall be
                  conclusive save as to questions of law and save in the
                  case of manifest error;

         (c)      the amount of any excess deducted or deductible by the
                  insurers on any claim made by the Landlord; and

         (d)      all costs and expenses incurred by the Landlord in
                  obtaining a valuation of the Property for insurance
                  purposes but not more frequently than once every 12
                  months.

         All sums payable by the Tenant under this paragraph shall be
reserved as rent.

(7)      VITIATION

         The Tenant shall not use the Property or carry on any business at
         the Property or do or omit to do at the Property anything which
         may make void or voidable any policy for the insurance of the
         Property or any nearby property of the Landlord.

(8)      INCREASED PREMIUM

         The Tenant shall:

         (a)      not without the prior consent of the Landlord use the
                  Property or carry on any business at the Property other
                  than the business carried on at the Property prior to the
                  grant of this Lease or do or omit to do at the Property
                  anything which may increase the premium payable for the
                  insurance; and

         (b)      if consent is given, repay on demand to the Landlord any
                  increased insurance premium payable by the Landlord.

(9)      IRRECOVERABLE REINSTATEMENT COST

         If the Property is destroyed or damaged by any of the Insured
         Risks and the insurance money under any insurance effected by the
         Landlord is wholly or partly irrecoverable because of any act,
         default or omission of the Tenant, any person deriving title under
         the Tenant or any person at the Property with the express or
         implied authority of any of them, the Tenant shall pay to the
         Landlord on demand the whole or the appropriate proportion of the
         cost of reinstating the Property. Any dispute as to the amount of
         such proportion shall be referred to arbitration.

(10)     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.

(11)     DOUBLE INSURANCE

         The Tenant shall not effect any insurance relating to the Property
         against any of the Insured Risks save where the Landlord ceases
         insurance of any particular risk in which case the Tenant may
         effect its own insurance in respect of such risk or risks. If the
         Tenant is entitled to the benefit of any insurance in respect of
         the Property, the Tenant shall pay to the Landlord all monies
         received by virtue of the insurance to enable the Landlord to
         apply them in making good the loss or damage in respect of which
         they have been received and subject to sub-clause (15) the
         Landlord 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 such monies received from
                  the Tenant in reinstating the Property. In reinstating
                  the Property the Landlord may make such variations to its
                  design as the Landlord reasonably decides, so long as the
                  Tenant is provided with accommodation which is
                  substantially the same as that previously comprised in
                  the Property.

(12)     RELEVANT MATTERS

         The Tenant:

         (a)      shall forthwith notify the Landlord in writing of any
                  relevant matter; and

         (b)      warrants that all relevant matters existing or arising as
                  regards NIAGARA LASALLE (U.K.) LIMITED and NIAGARA
                  CORPORATION on or before today's date or existing or
                  arising as regards any subsequent person becoming the
                  Tenant on or before the date of assignment or other
                  devolution of title have been notified to the Landlord in
                  writing prior to today's date or prior to execution of
                  the assignment or the date of the devolution, as the case
                  may be.

         In this sub-clause "RELEVANT MATTER" means any matter that a
         prudent insurer or underwriter might treat as material in deciding
         whether or on what terms to insure or to continue to insure the
         Property including (without limitation) the conviction, judgment
         or finding of any court or tribunal relating to the Tenant or any
         director, other officer or major shareholder of the Tenant of such
         a nature that a prudent insurer or underwriter might treat as so
         material.

(13)     FIRE AUTHORITY REQUIREMENTS

         The Tenant shall comply with all requirements and recommendations
         of the appropriate authority and the Landlord's insurers about
         means of escape from the Property in case of fire or other
         emergency and about the provision and maintenance of fire
         detection equipment, fire alarm equipment and fire fighting
         equipment.

(14)     CESSER OF RENT

         If the Property or any part of it or the means of access to it is
         destroyed or damaged by any of the Insured Risks so as to make the
         Property unfit for occupation or use, the rent or a fair
         proportion of it according to the nature and extent of the damage
         sustained shall be suspended until the Property or the means of
         access thereto has been reinstated and made fit for occupation and
         use or until the end of three years from the date of the
         destruction or damage, whichever first occurs. Any dispute as to
         the amount of the proportion shall be referred to arbitration.
         This sub-clause does not apply if and to the extent that the
         insurance monies in respect of loss of rent are wholly or
         partially irrecoverable solely or partly because of the act,
         default or omission of the Tenant, any person deriving title under
         the Tenant or any person at the Property with the express or
         implied authority of any of them.

(15)     PREVENTION OF REINSTATEMENT

         The Landlord shall not be obliged to reinstate the Property in
         accordance with sub-clauses (5) and/or (11) while prevented by a
         supervening event. If the Landlord 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 or use either party
         may determine the Term by serving notice on the other at any time
         within six months of the end of the twelve month period. On
         service of the notice 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 other or the conditions in
         this Lease and all insurance monies shall belong to the Landlord.

(16)     COMPLETION OF REINSTATEMENT
         If the Landlord is unable to complete reinstatement works within
         three years from the date of damage or destruction so that the
         Property or a substantial part of it will be unfit for occupation
         or use at that date then, at the option of the Landlord, either
         the Landlord may determine the Term or the rent or a fair
         proportion of it, according to the nature and extent of the
         damage, shall be suspended until such time as the Property or a
         substantial part of it is fit for occupation and use.

         The Landlord shall serve any notice to determine the Term on the
         Tenant within three months of the end of the three year period. On
         service of the notice 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 other or the conditions in
         this Lease and all insurance monies shall belong to the Landlord.

         If the Landlord does not serve a notice to determine this Lease in
         accordance with the terms of this subclause the rent cesser will
         automatically apply.

(17)     SUPERVENING EVENT

         In sub-clause (15) a supervening event means any of the following:

         (a)      inability of the Landlord to obtain the consents and
                  permissions referred to in sub-clauses (5) and/or (11)
                  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 Landlord to comply or the Landlord 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 Landlord to comply;

         (c)      some defect in the site upon which reinstatement is to
                  take place so that it could not be undertaken or could be
                  undertaken only at a cost unacceptable to the Landlord;

         (d)      inability of the Landlord to obtain access to the site to
                  reinstate;

         (e)      prevention of reinstatement by any cause beyond the
                  control of the Landlord.

9.       GUARANTOR'S COVENANT

         The Guarantor covenants with the Landlord on the terms set out in
Schedule 5.

10.      RE-ENTRY

(1)      If an Event of Default occurs then notwithstanding the waiver of
         any previous right of re-entry the Landlord may re-enter the
         Property or any part of it when the Term shall cease but without
         prejudice to any rights or remedies which may then have accrued to
         the Landlord against the Tenant or any Guarantor in respect of any
         antecedent breach of any of the covenants or obligations of the
         Tenant or any Guarantor in this Lease (including the breach in
         respect of which re-entry is made).

(2)      In this clause an Event of Default is any one of the following:

         (a)      the Rent or any part of it is in arrear and unpaid for
                  twenty one Business Days after becoming payable (whether
                  formally demanded or not); or

         (b)      a breach by the Tenant of any of the covenants by the
                  Tenant in this Lease; or

         (c)      the Tenant (being a company) is deemed unable to pay its
                  debts under section 123 of the Insolvency Act 1986 or the
                  Tenant (being a company) passes a resolution for
                  winding-up or its directors of any of them present a
                  petition for winding-up or an order for the winding-up of
                  the Tenant is made (other than (in any such case) a
                  voluntary winding-up of a solvent company for the
                  purposes of amalgamation or reconstruction) or the Tenant
                  is dissolved; or

         (d)      the Tenant (being a company) has an administrative or
                  other receiver or a manager appointed of the whole or any
                  substantial part of its property or a petition is
                  presented for an administration order or an
                  administration order is made in respect of the Tenant ;
                  or

         (e)      the Tenant (being a company), being registered as an
                  unlimited company, is re-registered as a limited company
                  without the previous consent of the Landlord; or

         (f)      the Tenant (being an individual) presents a petition for
                  a bankruptcy order to be made against him or a bankruptcy
                  order is made against the Tenant ; or

         (g)      in relation to the Tenant (whether an individual or a
                  company) a proposal is made or the Tenant enters into any
                  kind of composition, scheme of arrangement, compromise or
                  arrangement for the benefit of creditors or any class of
                  creditors or permits or suffers any execution to be
                  levied on his goods; or

         (h)      there occurs in relation to the Tenant in any country or
                  territory in which any of them carries on business or to
                  the jurisdiction of whose courts any of them or any of
                  the property of any of them is subject any event which
                  corresponds in that country or territory with any of
                  those mentioned in paragraphs (c) to (g) above or the
                  Tenant otherwise becomes subject in any such country or
                  territory to any law relating to insolvency, bankruptcy
                  or winding up.

11.      VAT

(1)      If any VAT is chargeable on any supply under or pursuant to this
         Lease, the Tenant shall pay by way of additional consideration the
         amount of that VAT.

(2)      Without limiting sub-clause (1) above, each sum reserved or
         payable by the Tenant under this Lease is exclusive of VAT (if
         any) and is accordingly to be construed as a reference to that sum
         plus any VAT in respect of it, and where any sum is reserved as
         rent, the VAT is also reserved as rent.

(3)      If VAT is chargeable on any supply made by the Landlord to the
         Tenant for which a sum is not reserved or payable under this
         Lease, the Tenant shall pay that VAT to the Landlord against issue
         of a VAT invoice.

(4)      Where under this Lease the Tenant is obliged:

         (a)      to make any payment to the Landlord or any other person
                  (including, without limitation, by way of service charge,
                  indemnity or reimbursement) by reference to any amount
                  incurred or which will or may be incurred by the Landlord
                  or any other person; or

         (b)      otherwise to pay all or part of the consideration for any
                  supply made to the Landlord or any other person,

         then without prejudice to sub-clauses (1) to (3) above, the Tenant
         shall be obliged to pay an amount equivalent to any VAT in respect
         of the amount or consideration except to the extent that the VAT
         is recoverable by the Landlord or any other person as appropriate.

(5)      For the purposes of sub-clause (4) above, VAT is recoverable by a
         person, if that person (or any company treated as a member of the
         same VAT group as that person) is entitled to credit for it as
         input tax under sections 25 and 26 VAT Act 1994. For the avoidance
         of doubt, VAT is not recoverable by a person only because he could
         elect to waive exemption, but has not done so.

(6)      Where for the purposes of this Lease it is necessary to calculate
         or estimate the cost or value of anything, including any building,
         structure, work, item, act or service, the cost or value shall be
         calculated or estimated so as to include any VAT which will or may
         be incurred in addition.

(7)      This clause shall not affect the generality of clause 5(3) of this
         Lease.

(8)      The Landlord shall issue the Tenant with a proper VAT invoice in
         respect of any supply by the Landlord to the Tenant.

12.      GENERAL

(1)      INTEREST AND POWERS OF RECOVERY

         If any Rent or other sum payable under this Lease is not paid
         within 14 days of the day on which it is due it shall bear
         interest from the day on which it was due until the date of
         payment at the Default Interest Rate compounded quarterly. Every
         amount payable under this Lease shall be reserved as rent and
         shall be recoverable as rent in arrear.

(2)      INTEREST ON BREACH

         Without prejudice to sub-clause (1) if:

         (a)      there is any breach by the Tenant (other than a trivial
                  breach) of its obligations under this Lease; and

         (b)      the Landlord serves notice on the Tenant that by reason
                  of that breach the Landlord will not for the time being
                  accept any sums (including the Rent) payable by the
                  Tenant under this Lease,

         the Tenant shall pay to the Landlord on demand interest at the
         Default Interest Rate on the sums due to the Landlord under this
         Lease, in respect of the period from the date of service of the
         notice, or from the date when the particular sum fell due
         (whichever is the later), until whichever is the earlier of the
         date of the acceptance by the Landlord of the sum due and the date
         on which the breach is remedied.

(3)      DISPUTES

         In relation to disputes any statement in this Lease that any
         dispute shall be referred to arbitration means that the dispute
         shall be determined by a single arbitrator agreed by the Landlord
         and the Tenant 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.

(4)      COMPENSATION

         Subject to the provisions of section 38(2) of the Landlord and
         Tenant Act 1954 neither the Tenant nor any person deriving title
         under the Tenant shall be entitled on quitting the Property to any
         compensation under section 37 of that Act.

(5)      JOINT AND SEVERAL LIABILITY

         Where the Tenant or any 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 Lease; and

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

(6)      WHOLE AGREEMENT

         This Lease and the Property Agreement and the option agreement the
         lease renewal deed and the side deed, (all of even date herewith
         and made between the Landlord and the Tenant) contain the whole
         agreement between the parties relating to the transaction
         contemplated by this Lease and supersede all previous agreements
         between the parties relating to the transaction.

(7)      REPRESENTATIONS

         The Tenant acknowledges that in agreeing to enter into this Lease
         the Tenant has not relied on any representation, warranty,
         collateral contract or other assurance save for any written
         replies to the Tenant's solicitor's written enquiries before
         contract. The Tenant waives all rights and remedies which, but for
         this sub-clause, might otherwise be available to it in respect of
         any representation, warranty, collateral contract or other
         assurance (other than as stated above), but nothing in this sub-
         clause shall limit or exclude any liability for fraud.

(8)      RIGHTS OF ENTRY

         All rights of entry exercisable by the Landlord extend to include
         (without limitation) its employees, agents, surveyors, contractors
         and licensees with or without plant, equipment, appliances and
         materials.

(9)      INTERPRETATION OF COVENANTS

         Any covenant by the Tenant not to do or omit anything shall be
         construed as though the covenant was in addition a covenant not to
         permit or suffer to be done or omitted that thing.

(10)     TENANT'S POSSESSIONS

         (a)      If after the Tenant has vacated the Property at the End
                  of the Term any of the Tenant's possessions remain on the
                  Property and the Tenant fails to remove them within ten
                  Business Days after being requested to do so by the
                  Landlord then:

                  (i)      the Landlord may dispose of the possessions as agent
                           for the Tenant;

                  (ii)     (if disposal is by sale) subject to paragraph
                           (c) the Landlord shall hold the proceeds of sale
                           after deducting the costs and expenses of
                           removal, storage and sale incurred by it to the
                           order of the Tenant;

                  (iii)    if the Tenant fails to claim the proceeds of
                           sale within sixty Business Days of the date of
                           the sale, the Landlord may keep them;

                  (iv)     the Tenant indemnifies the Landlord against:

                           (I)   any liability incurred by the Landlord to
                                 any third party whose possessions have
                                 been sold by the Landlord in the mistaken
                                 belief (which shall be presumed) that the
                                 possessions belonged to the Tenant;

                           (II)  any damage caused to the Property by the
                                 possessions; and

                  (vi)     all loss, damage, actions, proceedings, claims,
                           demands, costs, damages and expenses incurred or
                           suffered by or brought or awarded against the
                           Landlord as a result of the presence of the
                           possessions on the Property after the Tenant has
                           left it at the End of Term.

         (b)      For the avoidance of doubt it is agreed between the
                  parties that the Tenant may remove any tenant's fixtures
                  and fittings from the Property at any time during the
                  Term subject to making good any damage caused to the
                  Property by such removal (save as specified in clause
                  5(25)).

(11)     OTHER LAND

         Nothing contained in or implied by this Lease shall:

         (a)      impose or be deemed to impose any restriction on the use of
                  any land or buildings not comprised in this Lease; or

         (b)      give the Tenant:

                  (i)      the benefit of or the right to enforce or to
                           have enforced or to prevent the release or
                           modification of any covenant, lease, condition
                           or stipulation entered into by any purchaser or
                           tenant from the Landlord in respect of any
                           property not comprised in this Lease; or

                  (ii)     the right to prevent or restrict in any way the
                           development of any land not comprised in this
                           Lease; or

         (c)      release the Tenant from the covenants by the Tenant in
                  this Lease notwithstanding that the Landlord has waived
                  or released temporarily or permanently, revocably or
                  irrevocably or in any other way a similar covenant or
                  similar covenants affecting any property not comprised in
                  this Lease.

(12)     HEAD LEASE AND CHARGE - [FOR LEASES OF LONG LEASEHOLD PROPERTIES ONLY]

         Where there is a Head Lease or where the interest of the Landlord
or any head landlord is charged:

         (a)      any right exercisable by the Landlord shall be exercisable
                  by every head landlord and every Chargee;

         (b)      where the Tenant must obtain consent from the Landlord,
                  the Tenant must obtain consent from every head landlord
                  and every Chargee where the Head Lease or the Charge so
                  provide and nothing contained in this Lease shall be
                  construed as imposing on any head landlord or any Chargee
                  an obligation not to refuse consent unreasonably, save
                  that, where there is an obligation contained in any
                  Headlease or Charge for the head Landlord or Chargee not
                  to act unreasonably then at the request and cost of the
                  Tenant, the Landlord will use reasonable endeavours to
                  enforce any such obligation; or;

         (c)      where the Tenant must repay to the Landlord any expenses
                  incurred by the Landlord then if any expenses are
                  incurred by any head landlord or any Chargee arising
                  directly or indirectly out of any act, default, omission
                  or request of the Tenant or any person at the Property
                  with the express or implied authority of the Tenant, the
                  Tenant must repay those expenses also;

         (g)      any indemnities in favour of the Landlord shall be deemed
                  to incorporate indemnities in favour of every head landlord
                  and every Chargee;

         (e)      the Landlord shall use reasonable endeavours to enforce
                  the covenants on the part of the landlord under the Head
                  Lease at the request and cost of the Tenant and the
                  Tenant shall provide reasonable security to the Landlord
                  in respect of those costs;

         In this sub-clause "CHARGE" means any mortgage or charge (fixed or
         floating, legal or equitable) affecting the interest of the
         Landlord or any head landlord in the Property and "Chargee" shall
         be construed accordingly.

(12)     CHARGE - [FOR LEASES OF FREEHOLD PROPERTIES ONLY]
         Where the interest of the Landlord or any Head Landlord is charged:

         (a)      any right exercisable by the Landlord shall be
                  exercisable by every Chargee;

         (b)      where the Tenant must obtain consent from the Landlord,
                  the Tenant must obtain consent from every Chargee where
                  the Charge so provides and nothing contained in this
                  Lease shall be construed as imposing on any Chargee an
                  obligation not to refuse consent unreasonably, save that
                  where there is an obligation contained in any Charge for
                  the Chargee not to act unreasonably then, at the request
                  and cost of the Tenant, the Landlord will use reasonable
                  endeavours to enforce any such obligation;

         (c)      where the Tenant must repay to the Landlord any expenses
                  incurred by the Landlord then if any expenses are
                  incurred by any Chargee the Tenant must repay those
                  expenses also; and

         (d)      any indemnities in favour of the Landlord shall be deemed
                  to incorporate indemnities in favour of every Chargee.

         In this sub-clause "CHARGE" means any mortgage or charge (fixed or
         floating, legal or equitable) affecting the interest of the
         Landlord or any Head Landlord in the Property and "Chargee" shall
         be construed accordingly.

(13)     PERPETUITY PERIOD

         The perpetuity period applicable to this Lease is 80 years
         beginning on the date of this Lease and whenever in this Lease
         either the Landlord or the Tenant is granted a future interest it
         must vest within that period and, if it has not, it will be void
         for remoteness.

(14)     SEVERANCE

         To the extent that any provision of this Lease is rendered void by
         section 25 of the Landlord and Tenant (Covenants) Act 1995, that
         provision shall be severed from the remainder of this Lease which
         shall remain in full force and effect. In this sub-clause
         "provision" includes a clause, a sub-clause or a schedule or any
         part of any of them.

(15)     NOTICES IN WRITING

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

(16)     COUNTERPARTS

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

13.      RIGHT TO BREAK

(1)      The Tenant shall have the right at any time to give not less than
         12 months' notice in writing to the Landlord to terminate this
         Lease.

(2)      If the Tenant gives notice to the Landlord pursuant to sub-clause
         (1), this Lease shall terminate on the expiry of the notice
         subject to the Tenant having paid the rents due under the Lease
         and substantially complied with all its obligations in the Lease
         down to that date in all material respects.

(3)      Termination of this Lease shall 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.

14.      EXCLUSION AGREEMENT

         Having  been authorised to do so by an order of the Mayor's
         and City of London Court made on      1999 under section
         38(4) of the Landlord and Tenant Act 1954, the
         Landlord and the Tenant agree that the provisions of sections
         24 to 28 of that Act shall be excluded in relation to the tenancy
         created by this Lease.

15.      NOTICES

         Where the Tenant under this Lease is NIAGARA LASALLE (U.K.)
         LIMITED and NIAGARA CORPORATION the notice provisions set out in
         sub-paragraph A. below shall apply to any notice or document
         served under this Lease, such notice provisions being personal to
         NIAGARA LASALLE (U.K.) LIMITED and NIAGARA CORPORATION. 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 Landlord at the address set out in this Lease;

                  (b)      to the Tenant at:

                           Victoria Steel Works, Bull Lane, Moxley, Wednesbury,
                           West Midlands, WS10 8RS
                           marked for the attention of: Tony Bagshaw;

                  (c)      to the Guarantor at the address set out in this
                           Lease,

                  or at such other address as it may have notified to the
                  other parties 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
                           Lease 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.

16.      GOVERNING LAW AND JURISDICTION

(1)      This Lease 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 Lease and the Guarantor appoints
         the Tenant's solicitors (as shall from time to time be appointed
         by the Tenant and notified in writing to the Landlord) as its
         agent for service of process with respect thereto.

I N W I T N E S S of which this Lease has been executed as a deed and has
been delivered on the date which first appears on page 1.


                                 SCHEDULE 1

                                THE PROPERTY

                               [            ]


                                 SCHEDULE 2

                        RIGHTS GRANTED TO THE TENANT


1.       All rights exercisable by the Landlord on a non-personal basis for
         the benefit of the Property over other land and which are capable of
         sub-demise.



                                 SCHEDULE 3

                      RIGHTS RESERVED TO THE LANDLORD


1.       The right at reasonable times and on reasonable notice (save in
         emergency) to enter the Property to do anything comprised within
         the Landlord's obligations in this Lease and to exercise any of
         the rights granted to the Landlord by this Lease.

2.       Such rights as are reserved to any superior landlord over the Property.



                                 SCHEDULE 4

                       MATTERS AFFECTING THE PROPERTY



1.       All those matters referred to in the Property and charges register
         of title number [                  ]

2.       Any rights exercised by any third party over the Property.

[3.      Rights specific to each Property -to be added]




                                 SCHEDULE 5

                            GUARANTEE PROVISIONS

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.

                                 SCHEDULE 6

                       AUTHORISED GUARANTEE AGREEMENT


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.


                                 SCHEDULE 7

                SCHEDULE OF LANDLORD'S FIXTURES AND FITTINGS

So far as not the subject of any hiring agreement:

1.       Heating system serving the offices (including boilers and
         radiators).

2.       Heating system serving the warehouse/factory (including boilers
         and radiators).

3.       Additional heaters (e.g. radiant heaters) serving the
         factory/warehouse except where the same are portable or are
         secondary heaters acquired for the particular purpose of the
         business in which case they will be tenant's fittings.

4.       Additional heater serving the offices except where the same are
         portable or are secondary to heaters acquired for the particular
         purpose of the business when they will be tenant's fittings.

5.       Lighting at the offices including fluorescent and other light
         fittings, bulbs and switches.

6.       Lighting to the warehouse/factory including fluorescent and other
         light fittings, bulbs and switches.

7.       Security systems including burglar alarms, cameras etc.

8.       Carpets in the office premises.

9.       Demountable partitioning in the office premises.

10.      Demountable partitioning in the warehouse/factory premises.

11.      Built-in furniture e.g. reception desks.

12.      Flooring in the warehouse/factory.

13.      Air conditioning system to the offices.

14.      Air conditioning system to the warehouse/factory.

15.      Fire sprinkler systems.

16.      Other fire equipment (e.g. extinguishers and blankets etc).

17.      Crane/rails/runways and steel supports with the exception of the
         gantry (which includes the motor and hoist) which will be tenant's
         fittings.

18.      Roller shutter blinds for the windows.

19.      Roller shutter doors.

20.      Kitchen units and sinks but kitchen appliances e.g. fridge,
         cooker, microwave, ovens in so far as the same are not affixed to
         the walls and they can be removed without causing damage will be
         tenant's fittings.

21.      Washroom fittings e.g. toilets, wash basins, towel rails, fitted
         units etc.

22.      Advertising hoardings in so far as they are not company signage.

23.      Generators in so far as they provide the main Three Phase
         electricity supply to the Property (as opposed to only providing a
         back-up supply).

24.      Lifts.

25.      Weigh-bridge.

26.      Incoming h.t. switch.

27.      All equipment used or connected with the supply of the electricity
         to the warehouse/factory and/or the offices plus that used for the
         supply of Three Phase electricity. There is however to be excluded
         any equipment which supplies additional specialised electricity
         used solely for the purposes of the current business.

28.      Portacabins used as offices.

29.      Lighting towers.

There will be excluded (and accepted as tenant's fittings) the following:

30.      Transformers and other equipment used for supplying any special or
         particular electricity (which is supplied in addition to the
         ordinary and Three Phase supplies) for the particular existing
         business.

31.      Hydraulic systems, pumps, taps, pipework fittings etc, in so far
         as the same relate to the plant which will be deemed tenant's
         trade fittings.

32.      Lubricating oil tanks in so far as the same are used specifically
         for the purposes of the existing business and can be removed
         without causing damage.

33.      Oxygen storage tanks in so far as the same are used specifically
         for the existing business and the
         same can be removed without causing damage.

34.      Computer systems.

35.      Other plant and equipment used for the existing business.

36.      Telephone systems.



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



                           Director



                           Secretary



THE COMMON SEAL of [RELEVANT       )
GLYNWED COMPANY - BENEFICIAL       )
OWNER] LIMITED was affixed in the  )
Presence of:                       )


                           Director



                           Secretary



THE COMMON SEAL of                 )
NIAGARA LASALLE (U.K.) LIMITED     )
was affixed in the                 )
presence of:                       )



                           Director



                           Secretary






EXECUTION CLAUSE FOR NIAGARA
CORPORATION

[EXECUTED BY:

ATTEST:]