EXHIBIT 10.6.2
                                                                  --------------

DATED                 23rd June                  1988

                 WARRINGTON AND RUNCORN DEVELOPMENT CORPORATION



                                     - and -



                            MINIPAK AEROSOLS LIMITED



                                    L E A S E

           relating to 10/11 Arkwright Road Astmoor Industrial Estate

                                     Runcorn





                                                                     Dove & Hodd
                                                                      Solicitors
                                                                  New Town House
                                                             Buttermarket Street
                                                             Warrington Cheshire

<PAGE>

THIS LEASE is made the 23rd day June One thousand  nine hundred and eighty eight
B E T W E E N

WARRINGTON  AND  RUNCORN  DEVELOPNENT  CORPORATION  New Town House  Buttermarket
Street Warrington  Cheshire  (hereinafter  called "the  Corporation") of the one
part and MINIPAK AEROSOLS LIMITED of 9 Arkwright Road Astmoor  Industrial Estate
Runcorn (hereinafter called "the Lessee") of the other part

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

1. THE Corporation  hereby demise unto the Lessee ALL THAT piece of land situate
on the Astmoor Industrial Estate (hereinafter called "the Estate") containing in
the  whole  20,000  square  feet  or  thereabouts   which  for  the  purpose  of
identification  only is more particularly  delineated in the plan annexed hereto
and thereon edged red

TOGETHER WITH

   (1)The factory  building erected thereon known as Unit number 10/11 Arkwright
      Road Astmoor  Industrial  Estate Runcorn in the County of Cheshire and the
      Corporations fixtures and fittings therein or thereon (all which said land
      buildings  fixtures and fittings as hereinafter  collectively  called "the
      demised premises")

   (2)Full and free right of access at all times  over the Estate  roads for the
      reasonable purpose of carrying on their trade or business and

   (3)The free  passage of surface  storm soil and  effluent  drainage gas water
      and  electricity  steam telephone and any other service or supply from the
      demised  premises  through the sewers drains  watercourses  conduits pipes
      wires and cables  which now are or may  hereafter  during the term  hereby
      granted be in or over under or upon the adjoining or neighbouring lands of
      the  Corporation  and their  successors  in title or the said Estate roads
EXCEPT AND RESERVED unto the Corporation

   (1)The free  passage of surface  storm soil and  effluent  drainage gas water
      and  electricity  steam  telephone or any other service or supply from the
      other  buildings  and  the  land  of the  Corporation  and  their  lessees
      adjoining  or near to the  demised  premises  through  the  sewers  drains
      watercourses  conduits  pipes  wires  and  cables  which  now  are  or may
      hereafter  during the term hereby  granted be in or over under or upon the
      demised premises

   (2)At any time  hereafter the right to execute works  services and .erections
      and buildings  upon or to alter or rebuild any of the  erections  services
      and buildings erected on their adjoining and neighbouring lands and to use
      their adjoining and  neighbouring  land and buildings or erections as they
      think fit notwithstanding  that the access of light and air to the demised
      premises may be interfered with

TO HOLD the same unto the  Lessee f r the term of Twenty  years from the 7th day
of  March  1988  SUBJECT  to the  covenants  terms  and  conditions  hereinafter
contained  PAYING therefor unto the Corporation  during the said term the yearly
rent of  (pound)48,000  or such  greater  sum as may  from  time to time  become
payable in accordance  with the provisions  for rent review  contained in Clause
4(3)  hereof such rent to be paid in equal  instalments  in advance on the first
days of January April July and October in every year and (as the case may be) in
proportion  AND ALSO  PAYING  by way of  additional  rent a sum or sums of money
equal  to  the  amount  which  the  Corporation  may  expend  in  effectinq  and
maintaining the insurance of the demised premises against  destruction or damage
by fire or other  perils in their full value and the  insurance of not more than
one years rent such last  mentioned sum or sums to be paid without any deduction
in equal instalments in advance together with the yearly rent aforementioned

2. THE Lessee hereby covenants with the Corporation as follows:-

(1) To pay the  said  yearly  rents at the  times  and in the  manner  aforesaid
without any deduction

(2) To pay all rates and other  outgoings  which now are or during the said term
shall be payable in respect of the demised premises or any part thereof

<PAGE>

(3) To paint with two coats of paint  approved  both as to quality and colour by
the Corporation in a workmanlike manner in every fifth year and in the last year
of the said term (whether  determined by effluxion of time or otherwise) all the
parts of the demised  premises both interior and exterior as now are painted and
any  additions  or  alterations  thereto and at the same time to treat in manner
approved by the  Corporation  any surfaces  which should be so treated  PROVIDED
ALWAYS that if this Lease shall not continue for a period of five years then the
Lessee  shall on demand pay to the  Corporation  or as it directs a sum equal to
the proportionate  part of the total cost to the Corporation for any less period
than  five  years (a year or part of a year  shall  represent  one fifth of such
cost) whether such sum is expended or not of painting or otherwise  treating the
demised premises in manner aforesaid the amount of such cost and of the relative
proportionate  part  thereof to be assessed  by the  Corporation  through  their
appropriate  Chief  Officer  whose  decision  shall be final and  binding on the
Lessee

(4) To keep the demised premises  including the windows gutterings sewers drains
walls and doors thereof and sanitary water and heating apparatus thereof and all
additions thereto in good and substantial  repair and condition  (destruction or
damage by fire or other perils in respect of which the  Corporation  has insured
always  excepted) and so deliver up the same at the end or sooner  determination
of the said term hereby created

(5) To keep all used  containers  refuse scrap and other  discarded  matter in a
suitable  receptacle  or in an otherwise  tidy  condition and to arrange for the
removal thereof at frequent and regular intervals

(6) In all  respects  to  comply  with the  legislatioin  relating  to  Planning
Factories  Clean Air Drainage of Trade  Premises and Public  Health and with any
other obligations imposed by law in regard to the demised premises and the trade
or business for the time being carried on in the demised premises

(7) To permit the  Corporation or their agents at all convenient  times to enter
the demised  premises and examine the state of repair and condition  thereof and
to check and take inventories of the Landlords  fittings  fixtures and equipment
therein and that the Lessee  will  repair and make good all  defects  decays and
wants  of  repair  thereto  of which  notice  in  writing  shall be given by the
Corporation  to the  Lessee  and for which the  Lessee  may be liable  hereunder
within  one month  after  the  giving of such  notice  PROVIDED  that in case of
default by the  Lessee the  Corporation  may make good such  defects  decays and
wants of repair and the cost of the same shall be repayable by the Lessee to the
Corporation on demand

(8) Not to make any  alterations  or additions to the demised  premises or erect
any new  buildings  thereon  without  the  consent  of the  Corporation  and the
approval of the Corporation to the plans and specifications  thereof and if such
consent  and  approval  is  given  to make  such  alterations  or  additions  in
conformity  with  such  plans  and  specifications  and to the  approval  of the
Corporation and upon such terms as the Corporation may consider just

(9) To use  the  demised  premises  for  the  purpose  of  the  manufacture  and
distribution  of aerosol  filled  products and for purposes  allied or ancillary
thereto and not to use the  demised  premises or suffer or permit the same to be
used for any other  purpose  whatsoever  except  with the  previous  consent  in
writing  of  the  Corporation  in  granting  or  withholding  such  consent  the
Corporation  shall be entitled to consider among other matters the management of
the Estate and the general planning of Runcorn New Town

(10) Not to use the demised premises or suffer or permit the same to be used for
any offensive noisy or dangerous trade business manufacture or occupation or for
any purpose or in any manner which may be a nuisance to the  Corporation  or the
owners or  occupiers of  neighbouring  premises or in the  Corporations  opinion
detrimental to the use and development of the Estate

(11) Not to exhibit on the outer wall or roofs of the demised premises or of any
building or structure thereon any sign flag or advertisement  except such as may
previously  have been approved by the Corporation and in default the Corporation
may enter and remove the same at the  Lessees  cost  PROVIDED  however  that the
Lessee may erect a sign in such  position  and of such form  colour or design as
may be first approved by the Corporation displaying the name of the Lessee

(12) Not to suspend any weight from the roof or roof  members or use the roof of
the demised premises for the storage of qoods or to place or permit or suffer to
be placed any weight thereon or to permit any person or persons to enter thereon
save with a view to the  execution  of  necessary  repairs and then only in such
manner as to subject the roof or roof members to the least possible strain

<PAGE>

(13) Not to move  place or keep or permit  to be moved  placed or kept on in and
adjacent to the demised  premises any heavy articles or things in such manner or
position or in such quantity or weight or otherwise in such manner  howsoever as
to cause damage to or exceed the load bearing  capabilities  of the floors walls
or structure of the demised  premises and to indemnify the Corporation  from and
against all actions  proceedings costs claims and liability which may arise as a
result of any breach hereof

(14) Not to assign  underlet  or grant any  licence in  respect  of the  demised
premises or any part thereof nor part with or share the possession thereof or of
any part thereof  without the written  consent of the  Corporation  save that an
assignment  or  underletting  of the whole or part of the  demised  premises  to
another member of a group of companies (as defined by Section 42 of the Landlord
and  Tenant  Act  1954) of which  the  Lessee  is also a member  shaIl not be an
infringement  of this covenant  PROVIDED that one months  written  notice of the
Lessees intention so to assign or underlet is given to the Corporation

(15) Not to do or permit or suffer to be done  anything  whereby  the  policy or
policies of insurance on the demised  premises or any adjoining or  neighbouring
premises  against  destruction or damage by fire or other perils may become void
or  voidable or whereby the rates of premium  thereon  may be  increased  and to
repay to the  Corporation  all sums paid by way of  increased  premiums  and all
expenses  incurred  by them in or about the  renewal of such  policy or policies
rendered  necessary by a breach of this  covenant and all such payment  shall be
made immediately on demand

(16) To  permit  the  Corporation  and  all  persons  authorised  by them at all
reasonable  times to enter on the demised  premises or any part  thereof for the
purposes of repairing maintaining or rebuilding on any adjoining premises or for
the purpose of making repairing  maintaining  cleansing  lighting and keeping in
good order and condition all roads sewers drains pipes gutters  culverts  fences
or other  conveniences which shall belong to or be used for the demised premises
in  common  with  other  premises  and  also  for the  purpose  of  laying  down
maintaining  repairing and testing the heating system and drainage gas and water
pipes and electric wires or cables or for other similar purposes the Corporation
or such persons as aforesaid  making such entry doing as little damage as may be
and making good any damage  occasioned  thereby to the demised premises (17) Not
to park or cause or allow to be parked any  vehicles  on the roads on the Estate
and to  ensure  that  the  Lessees  visitors  and  employees  are  aware of such
restriction  and any  other  regulations  made by the  Corporation  or any other
appropriate authority for the control of vehicles on the Estate

(18) At the  expiration  or sooner  determination  of the Lease the Lessee  will
yield up the demised premises in a condition consistent with the due performance
by it of the provisions herein contained


3. THE Corporation hereby covenants with the Lessee as follows:-

(1) To insure the demised  premises  (but not the contents  thereof) in the full
value  thereof  against  destruction  or  damage  by fire  or  other  perils  in
accordance  with a  policy  a copy  of or  sufficient  extract  from  which  the
Corporation  shall furnish to the Lessee and in case the demised premises or any
part  thereof  shall at any time be  destroyed  or damaged so as to be unfit for
substantial  occupation  or use and  the  policy  or  policies  effected  by the
Corporation  shall not have been  invalidated  or payment  of the policy  monies
refused in  consequence  of some act or  default  of the Lessee the rent  hereby
reserved or a just and fair proportion hereof according to the nature and extent
of the actual  damage done shall be suspended as from the  happening of the said
destruction  or damage until the said premises  shall be again  rendered fit for
occupation  and use but the Lease  shall in no way be  invalidated  and all sums
received in respect of such insurance shall be used forthwith by the Corporation
to repair  reinstate  or rebuild  the demised  premises  and shall make good any
deficiency out of their own monies

(2) The Lessee shall have quiet  enjoyment of the demised  premises  without any
lawful  interruption  or disturbance by the  Corporation or by persons  claiming
title through the Corporation


4. IT IS HEREBY AGREED between the Corporation and the Lessee as follows:-

<PAGE>

(1) That this Lease shall be read and  construed  as if it had been  executed by
both parties on the day of the commencement of the term hereby granted

(2) That if the rents hereby reserved or any part thereof  respectively shall be
unpaid for twenty eight days after becoming payable {whether  formally  demanded
or not) or if any of the  covenants on the Lessees part herein  contained  shall
not be  performed  or  observed  or if the  Lessee  shall be  wound  up  whether
voluntarily  {save  for  the  purpose  of  reconstruction  or  amalgamation)  or
compulsorily  or if the Lessee for the time being not being a corporation  shall
have a receiving  order in bankruptcy  made against him or them then in any such
case it shall be lawful for the  Corporation at any time  thereafter to re-enter
upon the  demised  premises  or any part  thereof  in the name of the  whole and
thereupon this demise shall  absolutely  determine but without  prejudice to any
right of action of the  Corporation in respect of any  antecedent  breach of the
Lessees covenants and conditions herein contained


5.(1) IN the fifth tenth and  fifteenth  years of the term (the last day of each
or any of which years being  hereinafter  referred  to as "the  Relevant  Review
Date")  there shall be agreed  between the  parties an amount  representing  the
Reviewed Rent (as  hereinafter  defined) of the premises at the Relevant  Review
Date PROVIDED THAT in the absence of agreement the  determination of such amount
shall not more than three months before or at any time after the Relevant Review
Date be referred on the  application  of either party to an  independent  valuer
(acting as an expert and not as an  arbitrator)  to be  appointed  in default of
agreement by the President of the Royal Institution of Chartered Surveyors

(2) The Reviewed Rent shall be whichever is the greater of

   (i)The rent payable  hereunder  immediately prior to the Relevant Review Date
      or

   (ii) The yearly rack rent at which the premises might  reasonably be expected
      to be let as a whole at the Relevant Review Date

      (a) upon the suppositions

         (1)that the  premises  are to be let as a whole with vacant  possession
            between a willing landlord and a willing tenant upon the open market
            for a term of twenty years  calculated from the Relevant Review Date
            subject  to the same  covenants  conditions  and  provisions  as are
            herein  contained  (other than the amount of rent but  including the
            provisions for rent review)

         (2)That the premises are in good and  substantial  repair and condition
            and if destroyed or damaged reinstated

         (3)That at the Relevant  Review Date the premises are fit for immediate
            occupation  and use and that no work has been  carried  out  thereon
            which has diminished the rental value of the premises

         (4)That the covenants  herein  contained  have been fully  observed and
            performed

      (b)But  there  shall  be  disregarded  any of  the  matters  specified  in
         paragraphs (a) (b) and (c) of Section 34 (1) of the Landlord and Tenant
         Act 1954 (as amended)

(3) The  Reviewed  Rent shall be due with effect from the  Relevant  Review Date
notwithstanding that it is not assessed until after the Relevant Review Date and
pending the agreement or determination thereof rent shall continue to be payable
at the rate  payable  immediately  prior  to the  Relevant  Review  Date and the
difference between the then existing rent and the Reviewed Rent shall be payable
on the next rent day after such assessment together with interest thereon at the
rate of three per cent above the Base Rate (or its successor)  from time to time
of National  Westminster  Bank Plc for the whole of the period from the Relevant
Review  Date to the date of payment  PROVIDED  ALWAYS that the Lessee may pay on
account of such  additional rent any sum or sums which it shall consider fit and
from the date of payment of such sum or sums no interest shall be payable by the
Lessee thereon

(4) If at the Relevant Review Date there shall be in force a statute which shall
prevent  restrict or modify the  Corporations  right to review and  increase the
rent in accordance with this lease the Corporation  shall when such  restriction
or  modification  is removed  relaxed or modified be entitled on giving not less

<PAGE>

than one months  notice in  writing to the Lessee to proceed  with any review of
the rent which may have been prevented (or further to review the rent in respect
of any review where the  Corporations  right was restricted or modified) and the
date specified in the said notice shall be deemed for the purposes  hereof to be
a Relevant  Review Date  (providing  that  nothing  herein shall be construed as
varying  any  subsequent  Relevant  Review  Date) and the  Corporation  shall be
entitled to recover any resulting Increase in rent with effect from such date as
shall then be permitted by law

(5) Memoranda of each of the Reviewed  Rents shall be endorsed or annexed to the
Original and Counterpart Leases


6. IF the Lessee wishes to expand within the  designated  area of Warrington and
Runcorn  then the Lessee may  surrender  this Lease and  provided the Lessee has
paid all the rent and  observed and  performed  all the  covenants  hereinbefore
contained the Lessee shall serve upon the  Corporation  six months notice of its
intention to do so expiring on any rent day and thereupon the Corporation  shall
accept a surrender  of this Lease and this  demise  shall  absolutely  determine
without  prejudice to any right of action of the  Corporation  in respect of any
antecedent breach of the Lessees covenants and conditions herein contained

7. IN the event of the demised  premises or any  adjoining  premises or any part
thereof  respectively being damaged or destroyed by fire and the insurance money
under any  insurance  against fire  effected  thereon by the  Corporation  being
wholly or partly irrecoverable by reason solely or in part of any act or default
of the Lessee his agents  servants or workmen or of persons  occupying  or being
upon the demised  premises  with the  authority or permission of the Lessee then
and in every such case the Lessee  will  forthwith  pay to the  Corporation  the
whole or a fair  proportion  as the case may  require of the cost of  completely
rebuilding or repairing the same

8. THE wall separating the demised premises from the adjoining premises shall be
deemed to be a party wall and be repaired and  maintained at the joint and equal
expense of the lessees  owners or  occupiers  for the time being of the premises
separated thereby

9. ALL disputes and differences  which may arise between the Corporation and the
Lessee with regard to the provisions of this Lease or the rights and liabilities
of the parties  hereunder  (except any dispute or difference  regarding the rent
hereby  reserved)  shall be referred to arbitration  under the provisions of the
Arbitration Act 1950 or any  re-enactment  or modification  thereof for the time
being in force

   IN WITNESS whereof the Corporation and the Lessee have hereunto affixed their
respective Common Seals the day and year first before written


THE COMMON SEAL of WARRINGTON AND

RUNCORN DEVELOPMENT CORPORATION was hereunto affixed in the presence of:-

Board Member



Secretary