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                                                                    EXHIBIT 10.8

NAUTA DUTILH



                                         ADVOCATEN NOTARISSEN BELASTINGADVISEURS




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                            UNAUTHORIZED TRANSLATION



                                  of a deed of




                               Agreement of Lease



                                     between




                           Genencor International B.V



                                       and



              ABN AMRO Onroerend Goed Lease en Financieringen B.V.





                            Deed dated 6 January 1999


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                                                          File number: 8002.4273

                                                        Unauthorized Translation

                                                              Agreement of Lease

                                                                    Document 002


This day, sixth day of January nineteen hundred and ninety-nine, there appeared
before me, Luutzen Frederik Tamminga LL.M., civil law notary officiating in
Rotterdam:

1. a.   Mr Jari Ilmari Karlson, controller, residing at 2281 SV Rijswijk,
        Bilderdijklaan 40, born at Turku, Finland, on the twenty-eighth day of
        May one thousand nine hundred sixty-one, married, holder of a Finnish
        passport with number 2371571,- for the purposes of this matter acting as
        mandatary authorized in writing by:

        Mr Stuart Lewis Melton, directeur, residing at Caversham Woods 77,
        Pittsford, NY 14534, United States of America, born at Peoria, Illinois,
        United States of America on the twenty-ninth day of December one
        thousand nine hundred forty-six, married, for the purposes of this
        matter acting as managing director A of the private company with limited
        liability: GENENCOR INTERNATIONAL B.V., having its registered office at
        Delft, address: 2288 EK Rijswijk, Verryn Stuartlaan 1; and

        b. Mr Johannes Cornelis van der Laan, research and development director,
           residing at 3124 BA Schiedam, Atalantahof 19, born at Amsterdam on
           the twentieth day of December one thousand nine hundred fifty-five,
           married, holder of passport with number N39086638, acting in his
           capacity of managing director B of the aforementioned company:
           Genencor International B.V.,

        the appearers sub 1 a. en b., acting in said capacities, as such legally
        representing Genencor International B.V.,

        -  Genencor International B.V. hereinafter referred to as the "Lessee";

2.  Mr Olaf Ansgar Joseph Hermanus Smit, candidate civil-law notary, residing at
    3011 TT Rotterdam, Admiraliteitskade 220, born at Breda on the fifteenth day
    of February one thousand nine hundred seventy-four, unmarried, holder of
    passport number L080762, for the purposes of this matter acting as mandatary
    authorized in writing by the private company with limited liability: ABN
    AMRO ONROEREND GOED LEASE EN FINANCIERINGEN B.V., whose seat according to
    the articles of association is in Amsterdam and whose office is at

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    Wisselwerking 22, 1112 XP Diemen (postal address: P.O. Box 1020, 1000 BA
    Amsterdam), entered in the Commercial Register of the Chamber of Commerce
    and Industry in Amsterdam under number 184.851;

    - ABN AMRO Onroerend Goed Lease en Financieringen B.V., hereinafter also
      called: "LESSOR".

The appearers declared:

    Parties have agreed a contract of lease relating to: the perpetual ground
    lease with all rights for the leaseholder stated in the ground lease
    conditions of a plot of land situated in the zoning-plan Leeuwenhoek, on the
    corner of the Archimedesweg and the Zernikedreef at Leiden, which plot forms
    a part marked at the spot, measuring approximately thirty-one are and
    seventy centiare, of the plot, recorded in the land register as municipality
    Leiden, section X, number 4050 (formerly 4031) as indicated in outline on
    the map marked LV 2265, dated the thirteenth day of July one thousand nine
    hundred ninety-six, altered the ninth day of December one thousand nine
    hundred ninety-eight, which map is attached to this deed, with the office
    building and laboratory erected on it, which parcel is encumbered with a
    right of superficies for the benefit of the company: N.V. Energie- en
    Watervoorziening Rijnland (EWR),

    -   hereinafter also called:  "THE PROPERTY LEASED".

The contract of lease shall be entered into subject to the following:

                                   PROVISIONS

Article 1

a.  With effect from the date on which the Property Leased will be completed by
    the contractor in accordance with the contract for work, known to parties, -
    hereinafter called: THE COMPLETION DATE - the Lessor shall make the Property
    Leased available to the Lessee, as the Lessee accepts this from the Lessor,
    this for the period ending twenty (20) years after the last day of the
    calendar quarter in which the Completion Date falls.

b.  In the unlikely event of the Lessor not being able to make the Property
    Leased available to the Lessee on the Completion Date the Lessor shall not
    be liable for the damage that the Lessee suffers as a result. The said fact
    shall have no consequences in connection with the provisions under 2.a.

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Article 2

a.  For the use of the Property Leased the Lessee shall pay the Lessor a
    consideration hereinafter called: "THE LEASE PRICE" - of one hundred fifty
    thousand fifty-nine Dutch Guilders and eighty-two cents (NLG 150.059,82) per
    quarter, increased by the Turnover Tax payable thereon. The Lease Price is
    based on an interest rate of five three/tenth percent (5,3%) and the amount
    of the aggregating acquisition- and building expenses ("THE LEASE-AMOUNT")
    up to a maximum amount of eight million Dutch Guilders (NLG 8.000.000,--);

    The Lease Price must be paid in arrear and without discount or set-off into
    the bank account indicated by the Lessor on the last day of every calendar
    quarter and for the first time on the last day of the calendar quarter
    following the calendar quarter in which the Completion Date falls. On the
    last day of the calendar quarter in which the Completion Date falls the
    Lessee shall pay the Lessor for the period from the Completion Date up to
    and including the last day of the calendar quarter for the use of the
    Property Leased an amount equal to five three/tenth percent (5,3%) of the
    Lease-amount for that same period.

    To determine the amount payable by the Lessee to the Lessor the Lessor's
    records shall be considered full evidence barring counter-evidence.

    Payments by the Lessee shall be used to pay successively: first any
    expenses, secondly any compensations for loss suffered and profit lost and
    interest for delayed payments, thirdly interest components of the Lease
    Price and fourthly the depreciation component of the Lease Price.

b.  Always after an interest-fixed period has elapsed, counting with effect from
    the first day of the calendar quarter following the calendar quarter in
    which the Completion Date falls, the Lease Price shall be adjusted into the
    amount equal to a quarterly annuity which will be calculated based on the
    following five points of departure:

    1.  the remaining part of the Lease-amount existing on the date of
        adjustment of the Lease Price, which remaining part of the Lease-amount
        will be found by reducing the Lease-amount by the sum of the
        depreciation components in the Lease Prices paid by the Lessee to the
        Lessor until the date of adjustment of the Lease Price;

    2.  payment of the Lease Price per quarter in arrear;

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    3.  the current cost of funds of ABN AMRO BANK N.V. on the Completion Date,
        increased by a raise of one percent (1%) or the interest percentage
        fixed by the Lessee; for an indication of the cost of funds reference is
        made to the "Financieele Dagblad" geldmarkt tarieven Nederland,
        interbancaire tarieven";

    4.  the duration of the agreement of lease remaining from the date of
        adjustment of the Lease Price;

    5.  the fact that:

        -  during the first fifteen (15) years of the agreement of lease such a
           depreciation will be realised on the Property Leased that after the
           fifteen (15) years mentioned above the book value amounts to four
           million Dutch Guilders (NLG 4.000.000,--);

        -  during the rest of the duration of the agreement of lease such a
           depreciation will be realised on the Property Leased that at the
           agreed ending date of the agreement of lease the book value amounts
           to three million two hundred thousand Dutch guilders (NLG
           3.200.000,--).

    The first interest fixed period shall end on the day ten (10) years after
    the last day of the calendar quarter in which the Completion Date falls.

    Always at the end of an interest-fixed period the Lessee shall be entitled
    to opt for a new interest-fixed period in such a way that the Lessee then
    can make a choice out of the interest-fixed periods then offered by the
    Lessor. If the Lessee wishes to exercise that right he must state this by
    registered letter to the Lessor and this at least one month before the day
    at which the interest will be changed stating that registered letter the
    interest-fixed period for which the Lessee opts with effect from that first
    following day at which the interest will be changed such with the proviso
    that an interest-fixed period at the latest ends on the day lying twenty
    (20) years after the last day of the calendar quarter in which the
    Completion Date falls.

    If the Lessee does not or not in time exercise its right meant in the two
    sentences immediately preceding this sentence the expiring interest-fixed
    period shall be followed by a new interest-fixed period having the same
    duration as the expiring interest-fixed period such with the proviso that an
    interest-fixed period at the latest ends on the day lying twenty (20) years
    after the last day of the calendar quarter in which the Completion Date
    falls.

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c.  Since the Lessee will use the Property Leased for activities for which a
    full or almost full right exists to deduct the Turnover Tax by virtue of
    section 15 of the Turnover Tax Act 1968 the parties hereby opt irrevocably
    for a Lease Price with Turnover Tax.

    The Lessee binds itself vis-a-vis the Lessor, in case during any financial
    year of the Lessee the Lessee does not have used the Property Leased for
    activities for which a full or almost full right exists to deduct the
    Turnover Tax by virtue of section 15 of the Turnover Tax Act 1968, to hand
    over to the Lessor within four weeks after the end of the relating financial
    year of the Lessee a statement signed by the Lessee that the Lessee does not
    have used the Property Leased during the past financial year for activities
    for which a full or almost full right exists to deduct the Turnover Tax by
    virtue of section 15 of the Turnover Tax Act 1968.

d.  If at any time during the currency of this agreement on the strength of the
    provisions of section 11(1)(b)(5) of the Turnover Tax Act 1968 or for any
    other reason there is no longer a possibility of opting for a lease price
    charged with turnover tax and consequently during a number of years the
    Lessor must annually pay the Collector of National Taxes apart of the
    turnover tax paid and deducted by the Lessor in respect of the acquisition
    of the Property Leased (the "Input Tax") on the strength of the provisions
    of section 15 of the Turnover Tax Act 1968 in conjunction with article 13 of
    the Implementation Order on Turnover Tax 1968 and/or any other section, the
    Lessee shall pay the Lessor both an amount equal to that part of the Input
    Tax and all other damages and disadvantages that occur to the Lessor as a
    consequence of the occasion mentioned in this paragraph, such on the
    Lessor's first request and this within two weeks after receipt of that
    request.

    The Lessor may only make the request referred to in the preceding sentence
    to the Lessee after the Lessor has submitted to the competent Inspector the
    return on the basis of which the Lessor owes the relevant part of the Input
    Tax respectively after the relating damages or the relating disadvantage has
    occurred to the Lessor.

Article 3

a.  The Lessee shall only use the Property Leased

as office building for sale, marketing, research and development, in respect of
industrial enzymes and biochemical products and products related.

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b.  The Lessee himself must see to any permits and/or exemptions required for
    the performance of his business. He shall also ensure that the Property
    Leased meets the requirements made and to be made by the authorities,
    including safety regulations. Refusal or withdrawal of a permit or exemption
    shall not be a ground for rescission or annulment of this agreement or for a
    claim to compensation on the Lessor.

c.  The Lessee guarantees a proper conduct of business in the Property Leased.

d.  The Lessee shall or have another enterprise associated with him (have
    others) carry on the business established in the Property Leased. Barring
    the Lessor's prior written approval the Lessee must not allow third parties
    to use all or part of the Property Leased or relinquish or let it to them,
    which approval shall not be denied on unreasonable grounds.

    Should the Lessor grant its approval as meant in the preceding sentence the
    Lessor shall connect thereto the condition that the Lessee pledges to the
    Lessor the Lessee's rights from the agreement with the third party.

e.  Without the Lessor's prior written approval the Lessee shall not be
    permitted to alienate his rights from this agreement or to contribute them
    to any (other) company, partnership and the like, or to exercise his rights
    in such a connection.

Article 4

All the expenses of gas, water, electricity, heat and the like and fees and
taxes such as cleaning fees, environmental levies, drainage board charges, real
estate tax including the part that relates to the enjoyment by virtue of a real
right (so the owner's part) and also the ground rent payable owing to the
leaseholds mentioned above shall be for account of the Lessee in full. The
parties shall endeavour to have these expenses charged direct to the Lessee in
so far as possible. The Lessee must pay the Lessor all the charges and taxes
that are imposed on the Lessor in respect of the Property Leased or that he
owes, with the exception of the corporation tax and this always within ten days
after the Lessor has notified them to the Lessee in writing with enclosure of a
copy of the return or bill.

Article 5

In so far as the value of the Property Leased in social traffic does not
diminish as a result the Lessee shall be entitled to make changes and
improvements in the Property Leased but only in so far as the Lessor ha s given
him written approval for the purpose, which approval shall not be denied an
unreasonable grounds.

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The Lessor can attach conditions to such an approval.

Article 6

The Lessor and the Lessee are aware of the examination of the soil and the
groundwater that has been carried out of which examination a report has been
drawn up by Ingenieursbureau Oranjewoud dated September one thousand nine
hundred eighty-nine and under number 69.30465.

If during the duration of this agreement the soil and/or the groundwater of the
Property Leased is polluted with toxic, chemical and/or other substances that
are hazardous or burden the environment the Lessee has the obligation to remove
immediately these substances from the soil and/or the groundwater, if this is
necessary according to the applicable environmental legislation and regulations
at that time.

Article  7

a. I.   The Lessee must manage and use the Property Leased as a careful debtor
        and see to it that it is always in a good state of repair. In respect of
        the installations belonging to the Property Leased the Lessee shall take
        out maintenance contracts. On request the Lessor shall be allowed to
        inspect them at all times or the Lessee shall hand over to the Lessor
        copies of those contracts. The Lessor shall have access to the Property
        Leased at least once per half a year to check whether its state of
        repair agrees with the requirements imposed and to be imposed thereon.
        This inspection shall be announced by Lessor at least two weeks on
        forehand.

a. II.  As soon as possible after the Completion Date by common agreement
        between the Lessor and the Lessee by order of the Lessor and for the
        Lessee's account Rene Clercx Beheer O.G. B.V., Stationstraat 1 in
        Helmond - hereinafter called: manager - shall draw up a "long-term
        maintenance planning" report in respect of the Property Leased.

a. III. The manager (hereinafter also including any successor of Rene Clercx
        Beheer O.G. B.V., to be designated by the Lessor) shall see to it on
        behalf of the Lessor that the Property Leased is maintained in
        conformity with the "long-term maintenance planning" report and is
        therefore hereby empowered to contact the Lessee on behalf of the Lessor
        in respect of all matters relating to the maintenance of the Property
        Leased. The said power of attorney shall leave intact the Lessor's
        authority to contact the Lessee direct in the matter.

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        The charges for the management, the preparation of the "long-term
        maintenance planning" report and the annual updating of the report,
        shall be five thousand five hundred Dutch Guilders (NLG 5.500,--)
        exclusive of turnover tax per annum and be for account of the Lessee.

a. IV.  All maintenance and repair work (maintenance shall include both the
        daily and the periodical maintenance) whether resulting from the
        "long-term maintenance planning" report or not shall be carried out by
        order of the Lessor and for account of the Lessee and in conformity with
        the requirements to be made by the Lessor. All what is stated in article
        7 under B.III, is applicable on this as well.

b. I.   The care for the constructive maintenance of the Property Leased shall
        be on the Lessor. He shall also see to replacement of the installations
        belonging to the Property Leased. All the expenses associated with this
        shall be for the account of the Lessee irrespective of the reason for
        repair or other work. He shall have to pay them to the Lessor within ten
        days after being informed thereof. The Lessee shall be obliged to give
        all cooperation to the preparation and execution of work.

b. II   At least four weeks before he wants to carryout repairs or other work to
        the Property Leased - except if he considers it an urgent repair - the
        Lessor must inform the Lessee of his intention to do so in writing,
        giving a description of the work intended and the price involved
        therein. If the Lessee has not reacted thereto within two weeks the
        provisions of the last two sentences under b.I. shall apply.

b. III. If the Lessee does not agree with the relevant repairs or other work
        being carried out and/or he does not want to take for his account the
        work and the materials to be used for the purpose to the amount
        mentioned by the Lessor, he will have to report that by registered
        letter to the Lessor stating what part of the proposal he objects to
        within two weeks after receipt of the said notification. If the parties
        do not agree the work shall only be carried out if PRC Bouwcentrum B.V.,
        established in Bodegraven, at the joint request of the parties or at the
        request of the Lessor but after the Lessee has been given an opportunity
        to explain his position, has confirmed or has indicated to what extent
        the performance of the intended work is desirable for the ____________
        of (the value of) the Property Leased and that the price stated is
        reasonable. Within the said limits the provisions of the last two
        sentences of b.I shall apply. That also applies if the Lessee's

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        objection in respect of the proposal made by the Lessor has been
        submitted to the Lessor after expiry of the two weeks' period mentioned
        above.

        The expenses of PRC Bouwcentrum B.V. shall be for account of the Lessee
        unless PRC Bouwcentrum B.V. determines that performance of the relevant
        work is not desirable.

b. IV.  The Lessee shall not be entitled to compensation or reduction of the
        Lease Price if owing to the performance of work or owing to any defect
        or damage the Property Leased cannot be used or not be used entirely,
        irrespective of the duration of the situation and irrespective of the
        cause.

c.  At the end of this agreement, unless this end comes by the Property Leased
    being purchased by the Lessee or this agreement being followed by a new
    lease or tenancy agreement between the Lessor and Lessee concerning the
    Property Leased, the Lessee shall be obliged to make available to the Lessor
    the Property Leased, entirely vacated, clean and in a good state by
    surrender of the keys.

    If the Lessor so desires the Lessee shall be obliged to remove everything
    that has been installed in, to or at the Property Leased permanently or
    otherwise at his expense and to deliver the Property Leased in its original
    condition.

    Vis-a-vis the Lessor the Lessee shall be deemed to have waived his rights to
    everything that is found in the Property Leased after it has been made
    available as referred to in the second sentence of this point (c). The
    Lessor shall be entitled to remove the said goods without any liability on
    his part at the Lessee's expense.

d.  If and as soon as it is sure that the provisions of the first sentence of
    paragraph (c) of this article shall apply, a soil and groundwater
    examination to be carried out then at request and for the account of the
    Lessee must show that the soil and/or the groundwater is not polluted to
    such an extent with toxic, chemical and/or other substances that are
    hazardous or burden the environment, that this pollution must be removed in
    pursuance of the then applicable environmental schemes and regulations. The
    examination meant in the preceding sentence must suit the Lessor. If the
    examination shows that the soil and/or the groundwater is polluted to such
    an extent with toxic, chemical and/or other substances that are hazardous or
    burden the environment, that this pollution must be removed in pursuance of
    the then applicable environmental schemes and regulations, the Lessee shall
    (have others) remove this pollution. The cost of this removal shall be for
    account of the Lessee. If the said removal

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    should not have been effected on the last day of the twenty (20) year after
    the last day of the calendar quarter in which the Completion Date falls as a
    result of a cause beyond the Lessor's control, and consequently the Lessor
    cannot have the Property Leased at his disposal at that time, the Lessee
    shall be obliged to pay the Lessor the loss that the Lessor should suffer as
    a result, without prejudice to the right of the Lessor to have the said
    removal carried out, this at the Lessee's expense.

Article 8

a.  The Lessor does not guarantee visible and/or invisible defects. The Lessee
    shall indemnify the Lessor for third party claims in the matter.

b.  For the duration of this agreement the Property Leased shall be insured and
    remain insured for the consequences of fire, storm and water damages and
    also for such further risks as the Lessor and Lessee agree in more detail
    such by an extended hazard insurance ("uitgebreide gevarenverzekering"), by
    which the reconstruction value of the Property Leased is fully insured.

c.  The insurance referred to under (b) shall be concluded by the Lessee. Lessee
    shall be obligated to present the policy to Lessor at least once a year,
    which has to be convenient to the Lessor. If the policy is not convenient to
    the Lessor, Lessor has the right to take out an insurance policy itself. At
    the moment that the Property Leased shall be destroyed partially/completely,
    the Lessee shall be obliged, which obligation Lessor accepts, after receipt
    of the insurance money, to transfer an amount equal to the book value of the
    Property Leased at that time, according to Lessor's administration, to a
    deposit account with the ABN AMRO Bank N.V., and to hold the account until
    Lessor and Lessee have agreed on the steps to be taken after the above
    mentioned destruction, partially/completely of the Property Leased.

d.  This agreement shall remain in force if the Property Leased is lost entirely
    or partly owing to an event.

Article 9

a.  If the Lessee has then fulfilled all the obligations resulting for him from
    this agreement and this agreement is still in force and the Lessee shall be
    entitled to purchase the Property Leased with effect from the day after
    twenty (20) years have elapsed since the last day of the calendar quarter in
    which the Completion Date falls for a purchase price that has already now

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    been fixed for that future event by common agreement at three million two
    hundred thousand Dutch guilders (NLG 3.200.000,--), with the further
    expenses and taxes in respect of the delivery being for the Lessee's account
    in that event.

b.  At the latest one year before twenty (20) years since the last day of the
    calendar quarter in which the Completion Date falls have elapsed the Lessor
    shall by registered letter, directed to the Lessee, draw the Lessee's
    attention to his right mentioned under (a). If the Lessee wishes to exercise
    that right, he must state this by registered letter to the Lessor and this
    within six months after the Lessee received the Lessor's registered letter
    referred to in the preceding sentence. If, for any reason whatsoever, the
    Lessee has received no registered letter from the Lessor as referred to in
    the first sentence of this paragraph, up to and including the day after
    twenty (20) years have lapsed since the last day of the calendar quarter in
    which the Completion Date falls, the Lessee shall be entitled by registered
    letter, directed to the Lessor, to state the fact that the Lessee wishes to
    exercise his right of purchase mentioned under (a). The Deed of delivery
    shall be executed on the day mentioned under (a) or on the day that the
    parties agree in more detail by common accord. That shall take place before
    a notary to be designated by the Lessor.

    Should the Lessor such desire the Lessee has the obligation to file with the
    authorized Tax Authorities for the Turnover Tax together with the Lessor and
    before the execution of the above-mentioned Deed a request to have the
    exemption of turnover tax not applied to the transfer of the Property
    Leased.

    The delivery of the ownership will take place free of rent, mortgages and/or
    encumbrances and under renunciation of all rights and legal actions to
    dissolve the agreement. When the Property Leased is delivered the Lessor
    shall assign to the Lessee, if desired, all the claims that the Lessor can
    enforce vis-a-vis third parties who have caused damage to the Property
    Leased and vis-a-vis the insurer(s) for the risks mentioned in article 8(b).
    Thus the Lessor shall then also pay the Lessee anything he has collected as
    compensation but has not invested in the Property Leased.

    If the Lessee does not exercise his right of purchase in time or if, after
    having exercised the said right, he does not cooperate in time in the
    delivery of the Property Leased at the price mentioned under (a) the Lessor
    shall be irrevocably entitled to declare the right of purchase/delivery null
    and void, without prejudice to his right vis-a-vis the Lessee to

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    payment of expenses, losses and interest. In that event the provisions of
    article 7 (c) and (d) shall apply accordingly.

c.  If with effect from the day on which twenty (20) years have elapsed since
    the last day of the calendar quarter in which the Completion Date falls the
    Lessee decides not to exercise the right of purchase granted to him under
    (a) the Lessee shall have the possibility of agreeing on a new lease period
    with the Lessor or of entering into a tenancy agreement in respect of the
    Property Leased on conditions then to be agreed in more detail.

d.  At the latest one year before twenty (20) years have elapsed since the last
    day of the calendar quarter in which the Completion Date falls the Lessor
    shall draw the Lessee's attention, by registered letter directed to the
    Lessee, to his right mentioned under (c). If the Lessee wishes to exercise
    the right granted him under (c) he must state this by registered letter to
    the Lessor and this within six months after the Lessee has received the
    registered letter from the Lessor as referred to in the preceding sentence.
    If, for any reason whatsoever, the Lessee has received no registered letter
    from the Lessor as referred to in the first sentence of this paragraph the
    Lessee shall be entitled, up to and including the day after twenty (20)
    years have elapsed since the last day of the calendar quarter in which the
    Completion Date falls, to state, by registered letter directed to the
    Lessor, that the Lessee wishes to exercise his right mentioned under (c). In
    the Lessee's registered letters referred to in the second and third
    sentences of this paragraph the Lessee must make it known whether he chooses
    to agree on a new lease period or to conclude a tenancy agreement with the
    Lessor. As soon as possible after the Lessor's receipt of the registered
    letter referred to under this point (d), the Lessee and Lessor shall enter
    into negotiations with each other about the conditions for a new lease
    period or a tenancy agreement.

e.  On condition that the Lessee will then have fulfilled all the obligations
    resulting for him from this agreement and this agreement will then still be
    in force the Lessee shall also be entitled to purchase the Property Leased
    at an earlier time than the last day of the twenty year after the last day
    of the calendar quarter in which the Completion Date falls for a purchase
    price equal to the amount which will be found by reducing the original
    Lease-amount by the sum of the depreciation components in the Lease prices
    paid by the Lessee to the Lessor until that date.

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f.  If the Lessee wishes to exercise the right granted him under (e) he must
    state this by registered letter to the Lessor and this within three months
    before the time at which the Lessee wishes to purchase the property. The
    provisions of the fourth and following sentences of point (b) of this
    article shall then apply accordingly. If the Lessee exercises the right
    granted him under (e) the Lessee will be due to the Lessor together with the
    amount described under (e) a compensation. This compensation will be in the
    amount of the difference between i) the sum of the cash value of the
    interest components in the Lease Price which would have been due from the
    date of the early purchase until the next date on which the Lease Price
    would be adjusted, or if the dates on which an adjustment of the Lease Price
    takes place have expired until the ending date of the agreement of lease,
    and ii) the sum of the cash value of the interest components that the Lessor
    could receive on the date of early purchase at the interbanking market on
    money-loans that on that date as far as their amount is concerned are
    comparable with the purchase price described under (e) and as far as the
    currency of the interest is concerned are comparable with the period
    mentioned under (i), on the understanding that the compensation shall never
    be less than one percent (1%) of the purchase price described under (e).

    Calculation of cash values will take place equal to the interest mentioned
    in the preceding sentence under (ii) and being in force at the time of the
    early purchase.

    No payment shall be due from the Lessee for early purchase if the early
    purchase is effected on one of the dates mentioned in paragraph (b) of
    article 2 of this agreement.

Article 10

For every amount not paid in time to the Lessor the Lessee shall owe the Lessor
interest for every day that payment is overdue, on the basis of the legal
interest, but at least twelve percent (12%), a year, with a year being set at
three hundred and sixty days and a month being set at thirty days, until the day
of payment.

Article 11

1.  If:

    a.  the Lessee, upon having been properly summoned by the Lessor, does not,
        not in time or not properly fulfil any obligation to the Lessor on the
        strength of this agreement of lease or on any other ground;

<PAGE>   15
    b.  the Lessee does not, not in time or not properly fulfill any material
        (in dutch: "wezenlijk") obligation on the strength of any other
        agreement of lease or money loan or financing agreement with or any
        guarantee to the Lessor and/or third parties;

    c.  the Lessee decides to terminate his business, to discontinue, sell, let
        or alienate his enterprise in full or in part, if an authorization,
        licence or registration necessary for the performance of the Lessee's
        business expires or is denied to or taken away from the Lessee, if the
        Lessee decides to move the performance of his business, if the Lessee's
        business is changed in what the Lessor considers to be a drastic manner,
        all this if the position of Lessee weakens because of this, if the
        Lessee decides to move the performance of his business to another
        country, if the Lessee acts in conflict with any statutory regulation
        relating to the performance of his business, if the Lessee ceases to
        pursue his present object under the articles of association or loses his
        legal personality;

    d.  the Lessee is wound up, liquidated or the Lessee decides or has an
        evident intention to wind up or liquidate the partnership;

    e.  the Lessee applies for a moratorium, files a petition in bankruptcy, is
        declared bankrupt, offers a composition outside bankruptcy or assigns
        his estate;

    f.  all or what the Lessor considers to be a substantial part of the
        Lessee's capital components are attached under an execution or if an
        attachment of them before judgment has not been destroyed or removed
        within thirty days after the date of attachment, or if all or what the
        Lessor considers to be a substantial part of the Lessee's property is
        alienated or encumbered without the Lessor's prior written approval,
        expropriated or confiscated, has been lost or damaged;

    g.  the Lessee enters into a merger or community of interests with one or
        more third parties or if what the Lessor considers to be a drastic
        change occurs in the control of the activities of the Lessee's
        enterprise or if what the Lessor considers to be a drastic change should
        be made in the articles of association or rules of the Lessee, all this
        if the position of Lessee weakens because of this.

    h.  The Lessee relieves his shareholders from an obligation to pay up not
        fully paid-up shares, proceeds to purchase the company's own shares,
        makes repayment on shares or makes a payment against his reserves or
        passes a resolution to that effect or has the evident intention to do
        so, all this without the Lessor's prior written approval;

<PAGE>   16

    i.  one or more of the following circumstances occur in respect of the
        Property Leased: designation for expropriation, inclusion on a list of
        national monuments and historic buildings, inclusion in land arrangement
        scheme, demolition, destruction or damage of the mortgaged property or
        part of it, the whole or partial destruction, end or cancellation of the
        long lease, the superficies or the right of use of the apartment,
        amendment of the long lease or superficies conditions, without approval
        of Lessee, termination of the division or any amendment of the deed of
        division or the rules, non-fulfilment or infringement by the leaseholder
        or holder of the superficies of any obligation on the strength of the
        long lease or superficies conditions and also non-fulfilment or
        infringement by the owner or user of the apartment of any provision of
        the law relating to the apartment right or of any provision in the deed
        of division or the rules;

    j.  one or more of the following circumstances occur(s); loss, destruction,
        damage, loss or expiry, through any cause whatsoever, of all or part of
        the property or rights serving the Lessor as security for the Lessee's
        obligations on the strength of the agreement of lease;

    k.  the Lessee has given the Lessor incorrect particulars or has withheld
        from him particulars that are of an essential nature for the Lessor in
        view of the conclusion of the agreement of lease;

    l.  legislation or its interpretation has been changed or if a government
        measure has been taken that is related to or affects or may affect the
        agreement of lease and/or any security given and/or its value and the
        Lessee and Lessor have not reached written agreement within a reasonable
        period to be set by the Lessor about the adjustment of the relevant
        provisions and/or security, with the starting-point being that the
        Lessor's position does not change in a sense that is negative in the
        latter's opinion;

    m.  one of the circumstances mentioned under (b) through (h) occur(s) in
        respect of a surety, guarantor, several co-debtor or the person who has
        given security to the Lessor in any other form in respect of the
        agreement of lease and also if a third party that has given or promised
        security to the Lessor in respect of the agreement of lease fails to
        fulfil any obligation on the strength of the (promised) security;

        the Lessor can immediately consider this agreement dissolved or
        terminated without notice of default or a summons being required,
        without judicial interposition, in which case the Lessee shall be
        obliged to vacate the Property Leased immediately and to place it

<PAGE>   17

        at the Lessor's disposal, with surrender of the keys. The provisions of
        article 7(c) second, third and fourth sentences and of article 7(d)
        shall then apply accordingly, on the understanding that in the last
        sentence of paragraph (d) of article 7 the phrase "on the last day of
        the twenty (20) year after the last day of the calendar quarter in which
        the Completion Date falls" must then be read as "at the day on which the
        present agreement of lease ends". If the Lessor exercises his right
        referred to in the first sentence of this article 11, he shall notify
        this to the Lessee by registered letter or writ.

        The Lessee undertakes to inform the Lessor without delay of the
        occurrence of any of the circumstances mentioned under (a) through (j).

2.  If the Lessor should proceed to dissolution in pursuance of the above
    provisions the Lessee shall by way of compensation of the loss suffered and
    profit lost by the Lessor pay the Lessor an immediately payable lump-sum
    compensation. This compensation shall be one percent (1%) of the amount
    equal to the amount that is found by reducing the original lease amount by
    the total of the depreciation components of the lease prices paid by the
    Lessee to the Lessor until the time of dissolution of the agreement of
    lease.

Article 12

The expenses of all extrajudicial measures, at any rate including collecting
charges and expenses of legal aid, made in connection with the non-fulfilment
and/or infringement by the Lessee, shall be for his account.

Article 13

Within two weeks after the Lessee's balance sheet and profit and loss account
with notes (all these documents hereinafter referred to as "the Annual
Accounts") relating to any financial year have been determined the Lessee shall
hand the Lessor a copy of the Annual Accounts accompanied by a statement of the
Lessee's auditor.

The Lessee binds itself vis-a-vis the Lessor to take care that the determination
of the Annual Accounts relating to any financial year shall take place no later
than in the eleventh month after the end of the relevant financial year.

Lessor declares to treat the above-mentioned information confidentially.

Article 14

The Lessee shall (also) choose domicile at the Property Leased, also for acts of
judicial performance.

<PAGE>   18

Article 15

        On this agreement of lease are applicable as much as possible the
General Provisions ("Algemene Voorwaarden") of ABN AMRO Bank N.V. as laid down
on the twenty-second day of December one thousand nine hundred ninety-five, at
the District Courts in Amsterdam, in sofar as the parties have not deviated
therefrom in this agreement of operational lease. A copy of these General
Provisions is attached to this instrument.

In these General Provisions for "Bank" can be read "Lessor", for "client" can be
read "Lessee".

The Lessee declared and stated that he has received a copy of these General
Provisions, that the content thereof is fully known to the Lessee and that the
__________ this Lessee deems these Provisions to be word for word __________,
notary. - included in this instrument.

Article 16

Any written notification from Lessee to ABN AMRO Bank N.V. shall be deemed to be
a notification to the Lessor.

                                  TRANSLATION

The appearers, acting as stated, finally declared that this instrument has been
translated into English, that the Lessor and Lessee have received a copy of that
translation and that in the event of any discrepancies, either linguistically or
by way of interpretation or otherwise, between the Dutch text and the English
text the Dutch text shall prevail over the English text between the parties.

                        MANDATES AND POWERS OF ATTORNEY

The mandates for the appearers are evidenced by two private powers of attorney,
which will be attached to this instrument. Sufficient evidence of the powers of
attorney included in the mandates has been given to me, notary.

The appearers declared that they accepted the relevant mandates.

                                   CONCLUSION

The appearers are known to me, notary.

WHEREOF AN ORIGINAL INSTRUMENT

was executed in Rotterdam on the date stated at the head of this instrument.

After the gist of this instrument had been stated to the appearers they declared
unanimously that they had taken note of the whole content of this instrument and
did not desire it to be read out in full.