EXHIBIT 10.6.1
                                                                  --------------


                               H.M. LAND REGISTRY

                       LAND REGISTRATION ACTS 1925 - 1986

County and District   :   Cheshire Halton

Title No.             :

Property              :   Land at Seymour Court Manor Park Runcorn

THISLEASE  is made the 22nd day of July 1994  BETWEEN THE COUNCIL OF THE BOROUGH
OF  HALTON  (hereinafter  called  "the  Landlord  of the first  part and  C.C.L.
INDUSTRIES  LIMITED  whose  registered  office is  situate  at South  Humberside
Industrial  Estate Great Grimsby South Humberside DN31 2TF  (hereinafter  called
"the Tenant") of the other part

WITNESSETH as follows:-

1. IN  consideration of the rents  hereinafter  reserved and of the covenants on
the part of the Tenant  hereinafter  contained the Landlord  hereby demises unto
the  Tenant  ALL THOSE  Premises  (hereinafter  referred  to as "the  Premises")
situate and known as Unit 6 Seymour  Court Manor Park Runcorn in the said County
of Cheshire and shown edged red on the plan annexed hereto TOGETHER WITH

   (1)The  Landlord's  fixtures  fittings and equipment  therein or thereon (all
      which said  premises  fixtures  fittings  and  equipment  are  hereinafter
      collectively called "the Premises")

   (2)The rights in common  with all  others  entitled  thereto  (a) to pass and
      repass at all times  with or without  vehicles  over the roads and on foot
      over the  footpaths  between the Premises  and the public  highway for the
      reasonable  purpose of carrying  on its trade or business  and (b) to park
      motor vehicles within the parking spaces provided from time to time within
      the area edged blue on the plan annexed hereto

   (3)The right to the free  passage  and  running  of water soil  drainage  gas
      electricity  and any other  services or supplies  from or to the  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 other  buildings  and land of the  Landlord and its
      Lessees adjoining or near to the Premises

EXCEPT AND RESERVED unto the Landlord


   (1)The free passage and running of water soil  drainage gas  electricity  and
      any other  services or supplies  from the other  buildings and land of the
      Landlord and its Lessees  adjoining  or near to the  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 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  its  adjoining  and  neighbouring  lands  and
      buildings  and  erections  as it may  think fit  notwithstanding  that the
      access of light and air to the Premises may be interfered with

TO HOLD the same unto the  Tenant for the term of 25 years  (hereinafter  called

   "the Term") from the 13th day of July 1994 SUBJECT to the covenants terms and
   conditions  hereinafter  contained  YIELDING  AND  PAYING  therefor  unto the
   Landlord  the yearly rent of (a) during the first year of the term the sum of
   (pound)59,850;   (b)  during  the  second   year  of  the  term  the  sum  of
   (pound)62,240;   (c)   during   the  third  year  of  the  term  the  sum  of
   (pound)64,320;   (d)  during  the  fourth   year  of  the  term  the  sum  of
   (pound)66,552; (e) during the fifth year of the term the sum of (pound)68,628
   (and  thereafter  such other sum as may from time to time  become  payable in
   accordance  with the provisions of Clause 5 hereof) and  proportionately  for
   any period of less than a year such rent to be paid in equal  instalments  in
   advance on the First days of January April July and October in every year AND
   ALSO  PAYING by way of  additional  rent a sum or sums  equal to the  amounts
   which the Landlord may expend in effecting and  maintaining  the insurance of
   the  Premises  against  destruction  or damage by fire and all usual  special
   perils  (hereinafter  called "the Insured Risks") in their full reinstatement

<PAGE>

   value and three years loss of rent if the Tenant fails to insure the premises
   in accordance  with the Tenant's  covenant  hereinafter  contained  such last
   mentioned sum or sums to be paid without any deduction on demand

2. THE Tenant hereby covenants with the Landlord as follows:-

   (1)To pay the  reserved  rents at the  times and in  manner  herein  provided
      without any deduction or abatement whatsoever

   (2)(a)To pay by way of further and  additional  rent  (hereinafter  called
         "the Service Charge") a fair proportion (here defined as being the same
         proportion of the whole as the rateable  value of the premises bears to
         the total of the rateable  values of all units in Seymour Court) of the
         estimated expenses of providing the services  (hereinafter  called "the
         Services") described in Clause 3(2) hereof such expenses to include any
         management and other ancillary costs of the Landlord  properly  related
         thereto

      (b)To pay the Service Charge in quarterly instalments on the same days and
         in like manner as the annual rent is payable the first of such payments
         to be made on the execution hereof

      (c)If the actual  costs of the  Services for any year of the Term (or such
         other lesser  period as the Landlord may  reasonably  determine)  shall
         exceed the amount  payable by the Tenant for that  period  pursuant  to
         Clause 2(a) above the amount of the excess  shall be due  forthwith  on
         service  of the demand on the Tenant but if it shall be less the amount
         of the  overpayment  shall be credited  to the Tenant  against the next
         quarterly payment of the Rent and the Service Charge

   (3)In the event of any rent or rents  remaining  unpaid  Fourteen  days after
      becoming due to pay to the Landlord interest on the amount outstanding for
      the first seven days from the due date at the base rate (or its successor)
      for the time being of National Westminster Bank plc and thereafter at four
      per centum above the said base rate (or its  successor)  calculated  as at
      the date the said rent was due in respect of the period from and including
      the day  after  the due date (or if the due date is a  Saturday  Sunday or
      Bank Holiday from and  including the first day  thereafter  which is not a
      Saturday  Sunday or Bank Holiday)  until up to but excluding the date upon
      which the said rent or rents are received by the Landlord

   (4)To pay all  rates  and other  outgoings  which now are or during  the Term
      shall be payable in respect of the Premises or any part thereof  either by
      the owner or occupier  thereof except such as the Landlord is by law bound
      to pay notwithstanding any contract to the contrary

   (5)To paint with two coats of good quality paint in a  workmanlike  manner in
      tints and colours  previously  approved by the  Landlord  all the surfaces
      both  exterior  and  interior  of all  present  and future  buildings  and
      erections on the  Premises  which are of the kind usually to be painted as
      to  external  work in every  third  year and in the last six months of the
      Term  (howsoever  determined)  and as to the internal  work in every fifth
      year and in the last three months of the Term  (howsoever  determined) the
      time in each case to be computed from the date of the  commencement of the
      Term and after every such internal  painting  with suitable  paper of good
      quality to repaper  the parts  previously  papered  and so often as may be
      appropriate in the particular  circumstances to varnish stain or otherwise
      preserve  and  maintain  other  surfaces or  finishes  both  internal  and
      external of all such buildings and erections aforesaid

   (6)To repair and keep the Premises and all present and future  buildings  and
      erections  thereon and on every part thereof and all fixtures fittings and
      additions  in and to the same  respectively  and all private  sewers pipes
      drains sanitary water and heating  apparatus which  exclusively  serve the
      Premises glass fences walls  (railings or gates if any) and  appurtenances
      of and belonging to the Premises and all access paths  roadways  pavements
      and  surfaced  areas  within  the  curtilage  of the  Premises  maintained
      repaired  and cleansed and  generally in good and  substantial  repair and
      condition  (destruction  or damage by the Insured  Risks always  excepted)
      throughout  the term and  when  and so often as it shall be  necessary  to
      renew any fixtures  belonging to the Premises or substitute other fixtures
      of a similar  description or value to the reasonable  satisfaction  of the
      Landlord

   (7)(a)Not  without the previous  consent in writing of the Landlord to use or
      permit to be used any part of the Premises unenclosed by buildings for the
      purposes of the keeping and storage of any goods or chattels or (except in
      the normal course of business) vehicles

<PAGE>

      (b)Not to do or suffer in or upon the  Premises  any  wilful or  voluntary
         waste or spoil (ameliorating waste excepted)

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

   (8)In all  respects  to comply  with the  legislation  relating  to  Planning
      Factories Offices Clean Air Advertisements  Drainage of Trade Premises and
      Public Health and with any other  obligations  imposed by law in regard to
      the  Premises  and the trade or  business  for the time  being  carried on
      thereon  and at all times to keep the  Landlord  indemnified  against  all
      claims demands and liability in respect thereof

   (9)Not to make any  alterations or additions to the Premises or erect any new
      buildings thereon without the previous written consent of the Landlord and
      the approval of the Landlord to the plans and specifications  thereof such
      approval  not to be  unreasonably  withheld in the case of  non-structural
      alterations or additions and if such consent and approval is given to make
      such   alterations  or  additions  in  conformity   with  such  plans  and
      specification  and to the  satisfaction  of the  Landlord  and  upon  such
      reasonable terms as the Landlord may consider just

   (10) Not to make any  alterations to the landscaping (if any) on the Premises
      without the  previous  written  consent of the  Landlord  and to keep such
      landscaping  in a proper and neat order and condition to the  satisfaction
      of the Landlord

   (11) To use and occupy the Premises  for any use within  Classes B1 and/or B8
      of the Schedule to the Town and Country  Planning (Use Classes) Order 1987
      and for no other purpose whatsoever

   (12) Not to use the  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 or become a nuisance to the
      Landlord or the owners or occupiers of neighbouring premises

   (13) Not to  exhibit  on the outer  wall or roofs of the  Premises  or of any
      building or structure  thereon any sign flag or advertisement  except such
      as may  previously  have been  approved by the Landlord and in default the
      Landlord  may enter and remove the same at the Tenant's  expense  Provided
      however that the Tenant may erect a sign in such position and of such form
      colour or design as may be first  approved by the Landlord  displaying the
      name of the Tenant such approval not to be unreasonably withheld

   (14)Not to suspend any weight  from the roof or roof  members or use the roof
      of the  Premises  for the storage of goods 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 and roof  members to the
      least possible strain

   (15a) Not to assign  underlet nor part with possession of the Premises or any
      part  thereof  except that the Tenant may assign the whole of the Premises
      with the previous  consent in writing of the Landlord  such consent not to
      be unreasonably withheld

      (b)In considering the Tenant's  request for consent to assign the Premises
         it shall be reasonable for the Landlord to have regard (inter alia) to

         (i) the general planning of the Employment Area

         (ii) the proposed user of the Premises  notwithstanding  that such user
            is within the uses specified in Clause 2(11) hereof and

         (iii) the employment potential of the proposed user

      (c)Upon every such  assignment  as  aforesaid  the Tenant  shall  obtain a
         covenant  by the  assignee  directly  with the  Landlord to observe and
         perform the covenants and  conditions  herein  contained  including the
         provisions of this covenant and to pay the rent hereby reserved

   (16)(a) To keep  the  demised  premises  insured  with  such  company  as the
      Landlord  may  from  time  to  time  approve  (such  approval  not  to  be

<PAGE>

      unreasonably  withheld)  in the name of the  Tenant  with  the  Landlord's
      interest noted on the policy against loss or damage by fire and other such
      risks as the Landlord may from time to time  prescribe for an amount equal
      to its full  reinstatement  cost (including all professional  fees and the
      cost of any work  which  might be  required  by or by virtue of any Act of
      Parliament) and two years loss of rent

      (b)To produce to the Landlord on demand satisfactory evidence of the issue
         of the policy of insurance maintained by the Tenant and the receipt for
         the last premium payable for it

      (c)In the event of the  Premises or any part  thereof  being  destroyed or
         damaged  by any of the I insured  Risks to give  notice  thereof to the
         Landlord as soon as such destruction or damage shall come to the notice
         of the Tenant

      (d)In the event of the  Premises  or any  adjoining  Premises  or any part
         thereof  respectively  being damaged or destroyed by any of the Insured
         Risks and the  insurance  money under any policy of insurance  effected
         thereon by the  Landlord  is wholly or partly  irrecoverable  by reason
         solely or in part of any act neglect  default or omission of the Tenant
         its agents  servants or workmen or of persons  occupying  or being upon
         the Premises with the authority or permission of the Tenant then and in
         every such case the Tenant will forthwith pay to the Landlord the whole
         or a fair  proportion as the case may require of the cost of completely
         rebuilding or repairing the same

   (17)To permit the  Landlord  or their  agents at all  convenient  times after
      giving forty eight hours  notice(save  in case of  emergency) to enter the
      Premises (A) to examine the state of repair and  condition  thereof and to
      check  and  take  inventories  of the  Landlord's  fittings  fixtures  and
      equipment  therein  and the Tenant  will  repair and make good all defects
      decays  and wants of repair  thereto of which  notice in writing  shall be
      given by the Landlord to the Tenant and for which the Tenant may be liable
      hereunder  within one month (or such other period as may be  reasonable in
      the  circumstances)  after the giving of such notice Provided that in case
      of default by the Tenant the Landlord  may make good such  defects  decays
      and wants of repair and the cost thereof  shall be repayable by the Tenant
      to the  Landlord  on demand and (b) for the  purposes  of  maintaining  or
      rebuilding any adjoining  Premises or for the purpose of making  repairing
      maintaining cleansing lighting and keeping in order and good condition all
      roads sewers drains pipes gutters  culverts  fences or other  conveniences
      which  shall  belong to or be used for the  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 Landlord or such persons
      as aforesaid making such entry doing as little damage as may be and making
      good any damage to the Premises occasioned thereby

   (18) Not to park or cause or allow to be parked any  vehicles on the roads on
      the  Employment  Are shown  edged blue on the plan  annexed  hereto and to
      ensure  that  the  Tenant's  visitors  and  employees  are  aware  of such
      restriction  and any other  regulations  made by the Landlord or any other
      appropriate authority for the control of vehicles on the Employment Area

   (19)At the expiration or sooner determination of the Term quietly to yield up
      unto  the  Landlord  the  Premises   together   with  all   additions  and
      improvements  thereto  and all  fixtures  (other  than  trade or  tenant's
      fixtures affixed by the Tenant or any assignee) in or upon the Premises or
      which  during the Term may have been  affixed or  fastened  to or upon the
      same  and in  such  state  and  condition  as  shall  in all  respects  be
      consistent  with a full and due performance by the Tenant of the covenants
      herein contained

   (20) Not to keep upon the  Premises  any  inflammable  dangerous or explosive
      substance liquid or gas without the written consent of the Landlord

   (21)(a) Not to allow to pass or permit or suffer the passing  into the sewers
      drains or  watercourses  serving the Premises  any noxious or  deleterious
      effluent or other  substance  which may cause an  obstruction in or injure
      the  said  sewers  drains  or  watercourses  and in the  event of any such
      obstruction  or injury  forthwith to remove such  obstruction  and to make
      good all damage to the satisfaction of the Landlord

      (b)Not without the  previous  written  consent of the Landlord to make any
         change either in the principle or the details or the use of the systems

<PAGE>

         for the disposal of foul  domestic  sewage or surface water or of trade
         effluent  (within the meaning of the Public  Health  (Drainage of Trade
         Premises) Act 1937) on and from the Premises or any part thereof or any
         buildings  or  erections  thereon  and to keep  and  maintain  the said
         systems in good repair and in  effective  working  order and  condition
         free from nuisance and in particular to inspect once in every month any
         devices  provided for  intercepting  the passage of oil and petrol into
         the sewers  serving the  Premises  and so often as may be  necessary to
         cleanse  and empty the same and  further to hold and keep the  Landlord
         fully indemnified from and against all actions costs claims demands and
         liability   whatsoever   arising  from  or  due  to  the  pollution  of
         watercourses  by effluent  from the Premises or any part thereof of any
         such buildings or erections as aforesaid

      (22)  Not  to  erect  any  aerial  or  apparatus   for  the  reception  or
         transmission  of  television or wireless  without the previous  written
         consent of the Landlord and not to make any claim  against the Landlord
         in respect of any interference or malfunctioning in respect thereof

      (23) Not to sell or apply for any licence to sell  intoxicating  liquor on
         the Premises

      (24) Not to place a load in excess of 20 Kilonewtons per square metre (400
         pounds  per  square  foot)  upon the floor of the  Premises  nor use or
         permit to be used on the said floor any vehicle not having rubber tyred
         wheels

      (25) To give full  particulars to the Landlord of any notice  direction or
         order or  proposal  for the same made  given or issued to the Tenant by
         any local or public  authority  within seven days of the receipt of the
         same and if so  required  by the  Landlord  to produce  the same to the
         Landlord and without delay to take all  necessary  steps to comply with
         any such notice  direction  or order and at the request of the Landlord
         to  make or  join  with  the  Landlord  in  making  such  objection  or
         representation  against or in respect of any proposal for such a notice
         direction or order as the Landlord shall deem expedient

      (26) To permit the Landlord during the last six months prior to the
         expiration or sooner determination of the Term to fix in a conspicuous
         position on the Premises a notice board for the re-letting thereof and
         not to take down or obscure such notice board and upon reasonable
         notice to permit all persons authorised in writing by the Landlord to
         view the Premises at reasonable hours in the daytime

      (27) To pay and  indemnify  the  Landlord  against  all  reasonable  costs
         charges  and  expenses  properly  paid  or  incurred  by  the  Landlord
         (including but not limited to Solicitors costs Architects  Surveyors or
         other professional charges and bailiffs commission):-

         (a)relating  to  any  breach  of  any  of  the  Tenant's  covenants  or
            obligations herein or


         (b)arising out of any  application  to the  Landlord  for any  approval
            consent or licence whether or not granted or

         (c)for the purpose of or incidental  to or in reasonable  contemplation
            of the preparation and service of a notice under Sections 146 and/or
            147 of the Law of Property Act 1925  notwithstanding  forfeiture may
            be avoided otherwise than by relief granted by the Court or

         (d)for the  preparation  and  service  of any  notice  or  schedule  of
            dilapidations  relating to the Premises whether such schedule is for
            service  during or within three months  after  determination  of the
            Term

   (28)To be  responsible  for and to indemnify the Landlord  against all damage
      occasioned  to the  Premises  or any  adjacent  to  neighbouring  land  or
      buildings or to any person caused by the act omission or negligence of the
      Tenant or the agents  servants or invitees  of the Tenant  including  (but
      without  prejudice to the generality of the  foregoing)  failure to comply
      with its obligations under the terms of this Lease

   (29)(a) In addition to the moneys  which are or become  payable by the Tenant
      under the terms of this  Lease to pay all Value  Added Tax  thereon at the
      rate of such tax from time to time applicable

      (b)If at any time this  Lease or any  supply  made  under it is capable of

<PAGE>

         being  positive-  rated for the  purposes  of Value  Added Tax with the
         Tenant's  consent  or at the  Tenant's  election  (whether  or not  the
         Lessor's  consent or  election  is also  required)  the  Tenant  hereby
         covenants  that (if required in writing by the Lessor so to do) it will
         give  that  consent  or make  that  election  and  will  complete  such
         documentation as is necessary or desirable to effect the same

   (30) To pay to the Council on demand all sums which may become  payable under
      clause 4(7) hereof


3. THE Landlord hereby covenants with the Tenant as follows:-

   (1)To cleanse  maintain and keep in good and tenantable  repair and condition
      all private sewers drains roads  pavements car parking  spaces  landscaped
      areas and other  things  the use and  enjoyment  of which is common to the
      Premises and other  premises  within the said area shown edged blue on the
      plan annexed hereto

   (2)That the Tenant  paying  the rents  hereby  reserved  and  performing  and
      observing  the  covenants  on the part of the  Tenant  and the  conditions
      herein  contained  shall  peaceably hold and enjoy the Premises during the
      term  without any  interruption  by the  Landlord  or any person  lawfully
      claiming under or in trust for the Landlord

4. IT IS HEREBY AGREED between the Landlord and the Tenant as follows:-

   (1)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

   (2)If the rents  hereby  reserved or any part thereof  respectively  shall be
      unpaid  for  twenty  one days after  becoming  payable  (whether  formally
      demanded or not) or if any of the  covenants on the  Tenant's  part herein
      contained  shall not be  performed  or observed or if the Tenant  shall be
      wound up whether  voluntarily  (save for the purpose of  reconstruction or
      amalgamation)  or  compulsorily  or if the  Tenant  for the time being not
      being a corporation shall have a bankruptcy order made against him or them
      or an interim or administrative receiver of his property is appointed then
      in any  such  case it  shall  be  lawful  for  the  Landlord  at any  time
      thereafter  to re-enter  upon the 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 either party against the other
      in respect of any antecedent breach of the covenants and conditions herein
      contained

   (3)The wall or walls  separating  the Premises  from the  adjoining  premises
      shall be deemed to be a party  wall or walls  and  shall be  repaired  and
      maintained  at the joint and equal expense of the Tenant and the occupiers
      for the time being of the adjoining Premises separated thereby

   (4)All disputes and differences  which may arise between the Landlord and the
      Tenant  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  Acts 1950 and 1979 or any  re-enactment
      or modification thereof for the time being in force

   (5)The  provisions  of Section 196 of the Law of Property Act 1925 as amended
      by the  Recorded  Delivery  Service Act 1962 shall apply to the service of
      all documents under or in connection with this Lease

   (6)Words  importing only the masculine  gender shall include the feminine and
      the neuter and words  importing the singular  shall include the plural and
      vice  versa and where two or more  legal  entities  constitute  the Tenant
      their covenants shall be deemed to be joint and several

   (7)The Tenant is to carry out the  reinstatement and adaption of the premises
      to the  satisfaction of the Landlord and the cost of so doing is agreed as
      being  (pound)120,000  at the date of  commencement  of the term and it is
      agreed that if the term shall be  determined by the Landlord or the Tenant
      (or if the Tenant  shall  assign the benefit of the term) prior to the end
      of the tenth  year of the term the  Tenant  shall pay to the  Landlord  on
      demand the said sum of (pound)120,000 but such sum shall be reduced by the
      sum of (pound)12,000  for each complete year (and so in proportion for any
      part of a year) which has elapsed since the commencement of the term

<PAGE>

   (8)(1) The Tenant may at the end of the fifth tenth  fifteenth  or  twentieth
      year of the term determine this Lease upon giving to the Landlord not less
      than three months'  notice in writing of the Tenant's  desire so to do and
      upon payment of a sum of money equivalent to the amount of one half of one
      year's  rent for the time being  reserved by this Lease (such sum to be in
      addition to rent paid by the Tenant in respect of the  Tenant's  period of
      occupation of the demised  premises)  PROVIDED that the Landlord shall not
      consider a request to determine this Lease unless:-

      (a) there is no sub-tenancy of the demised premises and

      (b)the Tenant has paid all rates rent and other  monies on the part of the
         Tenant to be paid up to the date of the proposed  determination of this
         Lease and

      (c)all the  conditions  and  covenants  on the part of the  Tenant  herein
         contained are observed and performed

   (2)The   determination  of  this  Lease  in  accordance  with  the  preceding
      sub-clause  (A) shall be without  prejudice  to the rights and remedies of
      the Landlord for any latent breach of the  conditions and covenants on the
      part of the Tenant herein contained

   5. (1) IN the fifth tenth fifteenth and twentieth 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 to become  payable by virtue of the first rent  review
      which shall take place in the fifth year of the term (in  accordance  with
      sub-clause  (1) above  shall be such sum as shall be agreed in  accordance
      with the said sub-clause (1) above as representing the market rental value
      of the premises at the first review date (whether  such sum  represents an
      increase or decrease in the rent to become payable) and thereafter on each
      subsequent review 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 at each review (including the first)

            (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-five  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(l) of the  Landlord  and
            Tenant Act 1954 (as amended)
<PAGE>



   (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 ifs  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 Tenant 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 Tenant thereon

   (4)If at the  Relevant  Review Date there  shall be in force a statute  which
      shall  prevent  restrict  or modify  the  Landlord's  right to review  and
      increase the rent in  accordance  with this Lease the Landlord  shall when
      such  restriction  or  modification  is  removed  relaxed or  modified  be
      entitled  on giving  not less than one  month's  notice in  writing to the
      Tenant  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 Landlord's 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 Landlord shall be entitled to
      recover any resulting increase in rent with effect from such date as shall
      then be permitted  by law Review Date) and the Landlord  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 It is hereby  certified that there is
      no Agreement for Lease to which this Lease gives effect

IN WlTNESS  whereof the parties  hereto have executed this Deed the day and year
first above written


THE COMMON SEAL of THE COUNCIL OF THE BOROUGH OF HALTON was hereunto  affixed in
the presence of:-

Mayor:

Council Solicitor:




Dated 1994

HALTON BOROUGH COUNCIL

to

C.C.L. INDUSTRIES LIMITED

LEASE

of factory  premises at 6 Seymour  Court,  Manor Park,  Runcorn in the County of
Cheshire.

Solicitor Halton Borough Council Municipal Building Kingsway Widnes Cheshire WAS
7QF