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                                                                  EXHIBIT 10.27

                                DEED OF COVENANT


THIS DEED is made the        day of          1993

BETWEEN:   1)   OLDHAM ECONOMIC DEVELOPMENT ASSOCIATION LIMITED whose registered
                office is at Civic Centre, West Street, Oldham, OL1 1UL ("the
                Superior Landlord")

           2)   UNIFORM TUBES (EUROPE) whose registered office is at Dennis
                House, Marsden Street, Manchester, M2 1JD

1.   In this deed unless the context otherwise requires:-

     1.1 "the Landlord" means Bakmat Developments Limited whose registered
         office is at Oak House, Newby Road Industrial Estate, Hazel Grove,
         Stockport, SK7 5AS

     1.2 "the Site" means all that plot of land at Wince Brook, Chadderton,
         Oldham in the County of Greater Manchester being the land demised by
         the Superior Landlord to the Landlord pursuant to the Superior Lease
         and upon the terms therein contained.

     1.3 "the Superior Lease" means a lease dated the 29th day of November 1991
         between the Superior Landlord (1) and the Landlord (2) whereby the
         Site was demised by the Superior Landlord to the Landlord for a term
         of 125 years at the rent and on the terms therein contained.

     1.4 "the Lease" means an underlease dated the      day of        1993
         between the Landlord (1) and the Tenant (2) of land and buildings
         comprising part of the Site. (2).

     1.5 Words importing one gender include all other genders and words
         importing the singular include the plural and vice versa.

2.   WHEREAS:-

     2.1 Under the provisions of clause 5.6.9 of the Superior Lease the
         Landlord is required to procure that undertenants of part of the Site
         enter into a direct covenant with the Superior Landlord to perform and
         observe the provisions of their respective underleases.

     2.2 The Tenant has agreed to enter into this deed and to covenant with the
         Superior Landlord in the manner hereinafter appearing.

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                        Dated                      1993
                        -------------------------------


                        OLDHAM ECONOMIC DEVELOPMENT
                        ASSOCIATION LIMITED


                        -and-


                        UNIFORM TUBES (EUROPE)




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

                                DEED OF COVENANT

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


                        Jones, Maidment, Wilson,
                        5 Byrom Street,
                        Manchester, M3 4PF

                        Ref: PG/LB
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Date:                                                 1993

Parties:

1    'The Landlord': BAKMAT DEVELOPMENTS LIMITED whose registered office is at
     Oak House, Newby Road Industrial Estate, Hazel Grove, Stockport SK7 5AS

2    'The Tenant': UNIFORM TUBES (EUROPE) whose registered office is at Dennis
     House, Marsden Street, Manchester, M2 1JD

3    'The Surety': UTI CORPORATION, 200 West Seventh Avenue, Trappe,
     Collegeville, Pennsylvania, 19426-0992, U.S.A.


Operative provisions:

1    Interpretation

     1.1  Definitions

In this lease the following words and expressions shall where the context so
admits be deemed to have the following meanings:

          1.1.1.    "the Plan" means the plan attached hereto

          1.1.2.    "the Site" means the land demised to the Landlord by the
                    Superior Lease edged blue on the Plan

          1.1.3.    "Common Parts" means the estate roads accessways (including
                    any drains and sewers thereunder) pavements landscaped and
                    all other areas (including Wince Brook and its embankment)
                    within the Site enjoyed in common by the Landlord and all
                    other owners/occupiers of the Units on the Site

          1.1.4.    "the Retained Land" means such part of the Site as is not
                    demised by this Lease

          1.1.5.    "Conducting Media" means drains sewers conduits flues
                    gutters gullies channels ducts shafts watercourses pipes
                    cables wires and mains or any of them not exclusively
                    serving any premises to be demised to other owners/occupiers
                    of the Units on the Site

          1.1.6.    "the Car Parking Spaces" means the area shown coloured brown
                    on the Plan


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          1.1.7.  "the Demised Premises" means the land shown edged red on the
                  Plan together with any buildings erected thereon ("the
                  Buildings") and includes;

                  the inside and outside of the windows and other lights and the
                  frames glass equipment and fitments relating to windows and
                  lights of the Buildings;

                  the door frames equipment and fitments and any glass relating
                  to the doors of the Buildings;

                  the internal plaster or other surfaces of loadbearing walls
                  and columns within the Buildings and of walls which form
                  boundaries of the Buildings; the whole of all non-loadbearing
                  walls within the Buildings;

                  the flooring raised floors and floor screeds down to the
                  joists or other structural parts supporting the flooring of
                  the Buildings;

                  the plaster or other surfaces of the ceilings and the whole of
                  any false ceilings with the Buildings and the voids between
                  the ceilings and any false ceilings;

                  all the Conducting Media within and/or exclusively serving the
                  Buildings;

                  appurtenances fixtures and rights demised by this Lease;

                  all structural parts loadbearing framework roof foundations
                  joists forming part of the Buildings [TO COME]

         1.1.8.   "Insured Risks" means the risks/perils loss of rent and third
                  party and public liability cover and other contingencies
                  against which the Demised Premises are required to or which
                  may from time to time be insured under the provisions of this
                  Lease and includes any incidental cover costs fees and
                  expenses covered by the insurance policy but subject to any
                  exclusions limitations or conditions imposed by or contained
                  in the policy of insurance;

         1.1.9.   "the Services(s)" means those services or any part of them to
                  be provided by the Landlord set out in Schedule 3


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                  1.1.10.  "the Service Charge" means those expenses costs and
                           charges set out in Schedule 4

                  1.1.11   "Interest" means interest at the rate of 3 per cent
                           over the base rate of Royal Bank of Scotland PLC for
                           the time being and from time to time prevailing (as
                           well after as before judgement) or such other
                           comparable rate as the Landlord may reasonably
                           designate if the base rate shall cease to be
                           published;

                  1.1.12   "the Landlord" includes all persons entitled to the
                           reversion immediately expectant upon the
                           determination of this Lease;

                  1.1.13   "this Lease" is a reference to this Underlease and
                           includes any instruments supplemental to it;

                  1.1.14   "outgoings" means all general rates water rates water
                           charges taxes and all existing and future rates
                           charges assessments impositions and outgoings of an
                           annual or regularly recurring nature (whether
                           parliamentary municipal parochial or otherwise) which
                           are now or may at any time in the future be payable
                           charged or assessed on property or the owner or
                           occupier of property;

                  1.1.15   "the Superior Landlord" means the holder of a
                           reversion whether immediate or not to the lease under
                           which the landlord holds its interest in the Site

                  1.1.16   "Superior Lease" means the lease dated 29th November
                           1991 under which the Landlord holds its interest in
                           the Site and includes any leasehold reversion whether
                           immediate or not to such lease;

                  1.1.17   "the Tenant" includes the Tenant's successors in
                           title and assigns in whom this Lease shall for the
                           time being be vested;

                  1.1.18   "the Term" means the term of years granted by this
                           Lease and (in relation to clause 7 includes) any
                           statutory continuation or extension of the term of
                           years.

                  1.1.19   "Unsecured Underletting" means an underletting of the
                           Demised Premises in relation to which the underlessor
                           and the underlessee have agreed to exclude the
                           provisions of sections 24 to 28 of the Landlord and
                           Tenant Act 1954 and their agreement to do so has been
                           duly authorised


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                  beforehand by the court.

         1.1.20   "Unit(s)" means any unit on the Site including any car
                  parking spaces let therewith let or intended to be let

         1.1.21   "the Regulations" means the regulations set out in Schedule
                  5

   1.2  Interpretation of restrictions on the tenant

In any case where the Tenant is placed under a restriction by reason of the
covenants and conditions contained in this Lease the restriction shall be
deemed to include the obligation on the Tenant not to permit or allow the
infringement of the restriction by any person claiming rights to use enjoy or
visit the Demised Premises through or with the permission of the Tenant.


   1.3  Clauses and clause headings

         1.3.1    The clause and paragraph headings in this Lease are for ease
                  of reference only and shall not be taken into account in the
                  construction or interpretation of any covenant condition or
                  proviso to which they refer.

         1.3.2    References in this Lease to a clause Schedule or paragraph
                  are references where the context so admits to a clause
                  Schedule or paragraph of a Schedule in this Lease and
                  references in a Schedule to a paragraph are (unless the
                  context otherwise requires) references to a paragraph of that
                  Schedule.

   1.4   Singular and plural meanings

Words in this Lease importing the singular meaning shall where the context so
admits include the plural meaning and vice versa.


   1.5   Statutes and statutory instruments

References in this Lease to any statutes or statutory instruments shall include
and refer to any statute or statutory instrument amending consolidating or
replacing them respectively from time to time and for the time being in force.


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     1.6      Gender

Words in this Lease of the masculine gender shall include the feminine and
neuter genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner.

2    The demise

In consideration of the rent and the covenants reserved by and contained in this
Lease:

     2.1 the Landlord at the request of the Surety DEMISES to the Tenant:

         2.1.1  ALL the Demised Premises;

         2.1.2  TOGETHER WITH the rights set out in Schedule 1; and

         2.1.3  EXCEPT AND RESERVED to the Landlord as stated in Schedule 2;

     2.2 for the Term of 25 years from and including the day of             1993
determinable as provided by this Lease subject to the matters contained and
referred to in the Superior Lease

     2.3 the Tenant PAYING during the Term;

         2.3.1  the yearly rent of L.7,245. during the first and second years of
                the Term; the yearly rent of L.7,850. during the third year of
                the Term; the yearly rent of L.8,452. during the fourth and
                fifth years of the Term; and thereafter subject to the
                provisions for revision contained in clause 6 by equal quarterly
                payments in advance on the usual quarter days in every year the
                first (or a proportionate part) of such payments in respect of
                the period commencing on _______ 19 __ and ending on the quarter
                day next following to be made on the grant of his Lease;

         2.3.2  as additional rent the monies payable by the Tenant under clause
                3.3 as from _________ 19__.


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3 Tenant's covenants

THE TENANT COVENANTS with the Landlord as follows:

         3.1      Rent

                  3.1.1     To pay the yearly rent reserved by this Lease at the
                            times and in the manner required under clause 2.3.1
                            and by means of a standing order to the Tenant's
                            bankers and the additional rents reserved by this
                            Lease at the times and in the manner specified in
                            relation to each of them.

                  3.1.2     If the whole or any part of the rents and other
                            monies due under this Lease shall remain unpaid five
                            days after they shall have become due (in the case
                            of the yearly rent whether formally demanded or not)
                            or if the Landlord shall refuse to accept the tender
                            of rents because of a breach of what is subsequently
                            proved to be covenant on the part of the Tenant then
                            to pay Interest on such rents (or part of the rents)
                            and other monies as from the date they became due
                            until they are paid to or accepted by the Landlord.

         3.2      Outgoings

                  3.2.1     To pay and discharge all Outgoings in respect of the
                            Demised Premises (other than taxes imposed on the
                            Landlord in respect of the yearly rent reserved by
                            this Lease or in respect of a disposal or dealing
                            with the reversionary interest in the Demised
                            Premises).

                  3.2.2     To pay for all gas and electricity consumed on the
                            Demised Premises and all charges for meters and all
                            standing charges.

         3.3      Insurance premium and service charge

                  3.3.1     To pay to the Landlord the due proportion of the
                            insurance premiums incurred with respect to the
                            Insured Risks as to which the following provisions
                            shall apply:

                            3.3.1.1   the insurance premiums shall include all
                                      reasonable sums properly expended or
                                      required to be expended by the Landlord in
                                      effecting and/or maintaining cover against
                                      the Insured Risks including any
                                      reimbursement of insurance premiums
                                      payable to the Superior Landlord;




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                           3.3.1.2  the Tenant's liability shall include the
                                    whole of any increase in the insurance
                                    premiums or expense of renewal payable by
                                    reason of any act or omission of the Tenant
                                    or any person deriving possession occupation
                                    or enjoyment of the Demised Premises through
                                    the Tenant

                           3.3.1.3  the cover may take due account of the
                                    effects of inflation and escalation of costs
                                    and fees and the Landlord's reasonable
                                    estimate of the market rent (as defined in
                                    clause 6) of the Demised Premises in the
                                    context of ensuing rent reviews and/or the
                                    expiration of the Term;

                           3.3.1.4  the due proportion of the insurance premiums
                                    shall be payable by the Tenant to the
                                    Landlord within seven days of demand;

                           3.3.1.5  the due proportion of the insurance premiums
                                    shall be the fair and proper proportion of
                                    the insurance premiums attributable to the
                                    Demised Premises as the Landlord's Surveyor
                                    shall reasonably determine and whose
                                    determination shall be binding on the
                                    parties save in the case of manifest error

                  3.3.2    To pay to the Landlord in the manner provided in the
                           4th Schedule a reasonable contribution towards the
                           Service Charge to be determined by the Landlord's
                           Surveyor acting as an expert and not as an arbitrator
                           whose decision shall be final and binding save in the
                           case of manifest error but for the avoidance of doubt
                           such contribution in the absence of special
                           circumstances shall represent the proportion which
                           the floor area of the Buildings bears to the total
                           floor area of the buildings on all of the Units on
                           the Site provided that for the first year of the Term
                           the service charge payment shall not exceed L.0.30
                           per square foot and any excess over this figure shall
                           be written off by the Landlord

         3.4      Repair.

                  3.4.1    From time to time and at all times well and
                           substantially to repair and clean the Demised
                           Premises and to keep the Demised Premises in good and
                           substantial repair and condition


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          3.4.2     The obligations in clause 3.4.1 extend to all improvements
                    and additions to the Demised Premises and all landlord's
                    fixtures fittings and appurtenances of whatever nature
                    affixed or fastened to the Demised Premises.

          3.4.3     The obligations in clause 3.4.1 do not extend to:

                    3.4.3.1   damage by Insured Risks unless and to the extent
                              that the policies of insurance in respect of
                              Insured  Risks effected by the Landlord are
                              vitiated or the policy monies are withheld by
                              reason of any act or omission of the Tenant its
                              employees or agents

                    3.4.3.2   the repair of latent or inherent defects in the
                              Demised Premises arising as a result of defects or
                              faults in the design or construction of the
                              Buildings or the plant and equipment therein or
                              the use of appropriate or deleterious materials in
                              such construction which are available for the
                              purpose for which they are intended to be used

    3.5   Decorations

          3.5.1    In the year 1998 and thereafter in every fifth year of the
                   Term and in the last three months of the Term howsoever
                   determined (but not more often than once in any twelve month
                   period) to decorate the inside of the Buildings with
                   sufficient coats of good quality paint or good quality polish
                   and with paper for those parts normally papered or other
                   suitable and appropriate materials of good quality in a
                   workmanlike manner such decorations in the last three months
                   of the Term to be executed in such colours patterns and
                   materials as the Landlord may reasonably and properly
                   require.

          3.5.2    In the year 1996 and thereafter in every third year of the
                   Term (but not more often than once in any twelve month
                   period) and also in the last three months of the Term
                   howsoever determined to decorate the exterior of the
                   Buildings with sufficient coats of good quality paint or good
                   quality polish or other suitable material of good quality in
                   a proper and workmanlike manner.

          3.5.3    Not without the consent of the Landlord to alter cover up or
                   change any part of the architectural decorations or the
                   external colour of the Buildings such consent not to be
                   unreasonably withheld or


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                           delayed and for the avoidance of doubt the Landlord's
                           consent shall not be deemed to be unreasonably
                           withheld in circumstances where the Landlord objects
                           to any such works on the ground that the same would
                           be detrimental to the overall appearance of the Site
                           and any buildings thereon

         3.6      Landlord's right of inspection and right of repair

                  3.6.1    To permit the Landlord and its servants or agents at
                           all reasonable times on reasonable notice in writing
                           to enter into inspect and view the Buildings and
                           examine their condition and also to take a schedule
                           of fixtures in the Buildings.

                  3.6.2    If any breach of covenant defects disrepair removal
                           of fixtures or unauthorised alterations or additions
                           shall be found upon such inspection for which the
                           Tenant is liable then upon notice by the Landlord to
                           the Tenant to commence to execute and diligently
                           progress all repairs works replacements or removals
                           required within two months (or sooner if necessary)
                           after the receipt of such notice to the reasonable
                           satisfaction of the Landlord or its Surveyor.

                  3.6.3    In case of default it shall be lawful for workmen or
                           agents of the Landlord to enter into the Buildings or
                           any part of the Demised Premises and execute such
                           repairs works replacements of removals.

                  3.6.4    To pay to the Landlord on demand all reasonable and
                           necessary expenses properly so incurred with Interest
                           from the date of expenditure until the date they are
                           paid by the Tenant to the Landlord (such expenses and
                           Interest to be recoverable as if they were rent in
                           arrear).

         3.7      Yield up in repair at the end of the Term

                  At the expiration or earlier determination of the Term or at
                  such later time as the Landlord recovers possession of the
                  Demised Premises from the Tenant:

                  3.7.1    quietly to yield up the Demised Premises (together
                           with all additions and improvements to the Demised
                           Premises and all fixtures which during the Term may
                           be fixed or fastened to or upon the Demised Premises
                           other than tenant's fixtures removable by the Tenant)
                           decorated repaired cleaned and kept in accordance
                           with the Tenant's covenants contained in this Lease
                           (damage by Insured Risks excepted


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                  unless and to the extent that the policies of insurance in
                  respect of Insured Risks effected by the Landlord are vitiated
                  or the policy monies are withheld by reason of any act or
                  omission of the Tenant its employees or agents);

         3.7.2    if so requested by the Landlord to remove from the Buildings
                  and every part of the Demised Premises all the Tenant's
                  belongings - that is to say trade fixtures and fittings and
                  all notices notice boards and signs bearing the name of or
                  otherwise relating to the Tenant (including in this context
                  any persons deriving title to the Demised Premises under the
                  Tenant) or its business; and

         3.7.3    to make good to the reasonable satisfaction of the Landlord
                  all damage to the Demised Premises and the Site resulting from
                  the removal of the Tenant's belongings from the Demised
                  Premises.

3.8      Landlord's right of entry for repairs etc

         3.8.1    To permit the Landlord and the agents workmen and others
                  employed by the Landlord or by the other owners tenants or
                  occupiers of any adjoining Unit at reasonable times after
                  giving to the Tenant reasonable written notice (except in an
                  emergency) to enter upon the Demised Premises:

                  3.8.1.1  to alter maintain or repair any adjoining Unit or

                  3.8.1.2  to construct alter maintain repair or fix any thing
                           or additional thing serving any part of the Retained
                           Land and running through or on the Demised Premises;
                           or

                  3.8.1.3  to comply with an obligation contained in the
                           Superior Lease or with an obligation to any third
                           party having legal rights over the Site and the
                           Demised Premises; or

                  3.8.1.4  in exercise of a right or to comply with an
                           obligation of repair maintenance or renewal under
                           this Lease;

                  PROVIDED ALWAYS that in the exercise of such rights the
                  Landlord will cause the minimum practical inconvenience and
                  disturbance to the Tenant and will make good any consequential
                  damage to the Tenant's reasonable satisfaction as soon as
                  practicable thereafter


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3.9      Alterations

         3.9.1    Not to make any alterations or additions to or affecting the
                  structure or exterior of the Buildings or the appearance of
                  the Buildings as seen from the exterior.

         3.9.2    Not without the consent of the Landlord to make any other
                  alterations or additions to the Buildings (but the erection
                  alteration or removal by the Tenant of internal demountable
                  partitioning and non structural internal alterations are
                  authorised without such consent in any event so long as plans
                  of the partitions and any such internal alterations (or full
                  written details thereof) are forthwith deposited with the
                  Landlord).

         3.9.3    Not without the Landlord's consent to install or erect any
                  exterior lighting shade canopy or awning or other structure in
                  front of or elsewhere outside the Buildings or on the Demised
                  Premises.

         3.9.4    Not without the consent of the Landlord to alter or change in
                  any way the design or layout of the Demised Landscaping Area.

         3.9.5    At the expiration or earlier determination of the Term if and
                  to the extent required by the Landlord to reinstate the
                  Buildings to the same condition as they were in at the grant
                  of this Lease such reinstatement to be carried out under the
                  supervision and to the reasonable satisfaction of the Landlord
                  or the Landlord's professionally qualified Surveyor.

         3.9.6    To procure that any alterations or additions to the Buildings
                  permitted by the Landlord under clause 3.9.2 shall be carried
                  out only by a professional and reputable contractor.

3.10     Alienation

         3.10.1   Not to assign or charge or underlet part only of the Demised
                  Premises.

         3.10.2   Not to assign or charge the whole nor underlet the whole of
                  the Demised Premises without the consent of the Landlord (such
                  consent not to be unreasonably withheld or delayed) PROVIDED
                  THAT as a condition of any such consent the Tenant shall if so
                  requested by the Landlord rebuild at the Tenant's own expense
                  a dividing


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                  wall between the Buildings and the neighbouring Unit E3 to
                  the Landlord's reasonable specification and to the reasonable
                  satisfaction of the Landlord and the Tenant agrees that any
                  such requirement shall be reasonable in the circumstances of
                  this Lease.

         3.10.3   Not otherwise than by assignment or underletting permitted
                  under the following provisions of the clause 3.10 to:

                  3.10.3.1  part with or share possession or occupation of the
                            whole or any part of the Demised Premises; or

                  3.10.3.2  grant to third parties any rights over the Demised
                            Premises.

         3.10.4   Upon any assignment to obtain (if the Landlord shall
                  reasonably require) a maximum of two guarantors acceptable to
                  the Landlord for any assignee and to obtain a direct covenant
                  by the assignee with the Landlord to observe and perform the
                  covenants and conditions on the part of the Tenant contained
                  in the Lease throughout the residue of the Term in such form
                  as the Landlord shall reasonably require and a direct covenant
                  by such guarantors on terms reasonably acceptable to the
                  Landlord.

         3.10.5   Upon the grant of any underlease to obtain covenants on the
                  part of the underlessee direct with the Landlord in such form
                  as the Landlord shall reasonably require that the underlessee
                  will:

                  3.10.5.1  not assign underlet or charge part only of the
                            premises sub-demised;

                  3.10.5.2  not part with or share possession or occupation of
                            the whole or any part of the premises sub-demised
                            nor grant to third parties rights over them
                            otherwise than by a permitted assignment or
                            underletting;

                  3.10.5.3  not assign charge or underlet the whole of the
                            premises sub-demised without obtaining the previous
                            consent of the Landlord under this Lease (such
                            consent not to be unreasonably withheld or delayed);

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<PAGE>   15

         3.10.5.4  provide for the inclusion in any sub-underleases granted out
                   of such underlease (whether immediate or mediate) of
                   covenants to the same effect as those contained in these
                   clauses 3.10.5 and 3.10.6.

       3.10.6   Upon the grant of any underlease:

         3.10.6.1  to include provisions for the revision of the rent reserved
                   by the underlease in an upward only direction to correspond
                   in time with the provisions for the revision of rent
                   contained in this Lease;

         3.10.6.2  not to reserve or take a premium or fine;

         3.10.6.3  not to underlet the Demised Premises otherwise than at the
                   market rent (as defined in Clause 6)

         3.10.6.4  to include such covenants on the part of the underlessee as
                   shall secure the due performance and observance of the
                   covenants on the part of the Tenant (other than in respect
                   of payment of rent) contained in this Lease.

         3.10.6.5  to include a covenant that underletting shall not be
                   permitted without the Landlord's consent (meaning the
                   Landlord as defined in this Lease) unless such underletting
                   shall be an Unsecured Underletting

      3.10.7    The foregoing provisions of this clause 3.10 shall not apply to
                any parting with possession or occupation or the sharing of
                occupation or sub-division of the Demised Premises to or with
                any member of a group of companies of which the Tenant is itself
                a member upon the conditions that:

         3.10.7.1  the interest in the Demised Premises so created shall be no
                   more than a licence-at-will and shall not afford exclusive
                   possession; and

         3.10.7.2  the possession occupation or subdivision shall forthwith be
                   determined if the Tenant and the relevant member shall cease

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<PAGE>   16
                  for any reason whatsoever to be members of the same group of
                  companies; and for this purpose two companies shall be taken
                  to be members of a group if and only if one is a subsidiary of
                  the other or both are subsidiaries of a third company
                  'subsidiary' having the meaning assigned to it by section 736
                  of the Companies Act 1985.

3.11     Registration of dispositions of this Lease

Within one month after the execution of any disposition of this Lease or the
Demised Premises whether by assignment charge transfer or underlease or
assignment or surrender of any underlease or upon any transmission by reason of
a death or otherwise affecting the Demised Premises to produce to and leave
with the Solicitors for the time being of the Landlord the deed instrument or
other document of disposition (and in each case a certified copy for retention
by the Landlord) and on each occasion to pay to such Solicitors a registration
fee of L.20 and also any reasonable registration fee payable to the Superior
Landlord.

3.12     Enforcement of underleases

         3.12.1   Not without the consent of the Landlord to vary the terms or
                  waive the benefit of any covenant on the part of a sub-tenant
                  or condition contained in an underlease of the Demised
                  Premises where such variation would render the relevant
                  underlease inconsistent with the terms of this Lease

         3.12.2   Not without the consent of the Landlord (not to be
                  unreasonably withheld or delayed) to accept a surrender of any
                  underlease of the Demised Premises.

         3.12.3   Diligently to enforce the covenants on the part of a
                  sub-tenant and the conditions contained in an underlease of
                  the Demised Premises and (if reasonably so required by the
                  Landlord) to exercise by way of enforcement the powers of
                  re-entry contained in the underlease.

         3.12.4   Not without the consent of the Landlord to accept any sum or
                  payment in kind by way of commutation of the rent payable by a
                  sub-tenant of the Demised Premises.

         3.12.5   Duly and punctually to exercise all rights to

                                       14
<PAGE>   17
                  revise the rent reserved by an underlease of the Demised
                  Premises.

3.13     User

         3.13.1   Not without the consent of the Landlord to use the Demised
                  Premises for purposes other than those uses specified in Class
                  B1, B2 and B8 of the Town & Country Planning (Use Classes)
                  Order 1987

         3.13.2   Nothing contained in this Lease shall imply or be treated as a
                  warranty to the effect that the use of the Demised Premises
                  for the purposes above mentioned is in compliance with all
                  Town Planning laws and regulations now or from time to time in
                  force.

3.14     Restrictions affecting use of the demised premises

         3.14.1   Not without the consent of the Landlord to erect nor install
                  in the Buildings or any part of the Demised Premises any
                  engine furnace or machinery whether driven by steam oil or
                  electric energy or otherwise which causes noise fumes or
                  vibration which can be heard, smelled or felt outside the
                  Demised Premises.

         3.14.2   Not to store in the Buildings or any part of the Demised
                  Premises any petrol or other specially inflammable explosive
                  or combustible substance.

         3.14.3   Not to use the Buildings or any part of the Demised Premises
                  for any noxious, noisy or offensive trade or business nor for
                  any illegal or immoral act or purpose.

         3.14.4   Not to hold any sales by auction on the Buildings or any part
                  of Demised Premises.

         3.14.5   Not to hold in or on the Buildings or any part of the Demised
                  Premises any public exhibition public meeting or public
                  entertainment.

         3.14.6   Not to permit any vocal or instrumental music in the Buildings
                  or any part of the Demised Premises so that it can be heard
                  outside the Demised Premises.

         3.14.7   Not to permit livestock of any kind to be kept on the
                  Buildings or any part of the Demised Premises.

                                       15
<PAGE>   18
3.14.8   Not to do in or upon the Buildings or any part of the Demised Premises
         anything which may be or grow to be a nuisance annoyance disturbance
         inconvenience or damage to the Landlord or any owners tenants and
         occupiers of any other Units.

3.14.9   Not to load or use the floors walls ceilings or structure of the
         Buildings in any manner which will cause strain damage or interference
         with the structural parts loadbearing framework roof foundations joists
         and external walls of the Buildings.

3.14.10  Not to overload the electrical installation or Conducting Media in the
         Buildings.

3.14.11  Not to do or omit to do anything which interferes with or which
         imposes an additional and dangerous loading on any ventilation heating
         air conditioning or other plant or machinery serving any other part of
         the Site.

3.14.12  Not to do anything whereby any policy of insurance on including or in
         any way relating to the Demised Premises taken out by the Landlord may
         become void or voidable or whereby the rate of premium thereon may be
         increased but to provide one or more efficient fire extinguishers of a
         type approved by the relevant fire authority and to take such other
         precautions against fire as may be deemed reasonably necessary by the
         Landlord or its insurers.

3.14.13  Not to use the Demised Premises for the sale of wines spirits beers or
         any intoxicating liquor for consumption either on or off the Demised
         Premises.

3.14.14  Not to allow any person to sleep in the Demised Premises nor to use
         the Demised Premises for residential purposes.

3.14.15  Not at any time to place in the passages corridors staircases
         lavatories access ways and service areas serving or demised with the
         Demised Premises any goods mats trade empties rubbish pallets refuse
         skips or other obstruction.

3.14.16  Not to accumulate trade empties upon the Demised Premises and to
         arrange regular collections of refuse.

                                       16
<PAGE>   19
                  3.14.17  Not to place leave or install any articles
                           merchandise goods or other things in front of or
                           elsewhere outside the Buildings.

                  3.14.18  Not to permit the drains to be obstructed by oil
                           grease or other deleterious matter but to keep the
                           Demised Premises thoroughly cleaned and the drains
                           serving the Demised Premises as often as may be
                           necessary.

                  3.14.19  Not at any time to park or permit the parking of any
                           vehicle whatsoever nor to deposit any materials of
                           any kind on or otherwise obstruct the Common Parts or
                           any part thereof

                  3.14.20  Not to obstruct or in any way interfere with the
                           access and rights of the owners and/or occupiers for
                           the time being of any other Unit

                  3.14.21  Not to use the Car Parking Spaces for any purposes
                           other than the parking of no more than four private
                           motor vehicles

                  3.14.22  To comply in all reasonable respects with the
                           Regulations



         3.15     Advertisements and signs

                  3.15.1   Not to place or display on the exterior of the
                           Buildings or on the windows or inside the Buildings
                           so as to be visible from the exterior of the
                           Buildings any name writing notice sign illuminated
                           sign display of lights placard poster sticker or
                           advertisement other than:

                           3.15.1.1   a suitable sign of a size and kind first
                                      approved by the Landlord or the Landlord's
                                      Surveyor showing the Tenant's name and
                                      trade such approval not to be unreasonably
                                      withheld or delayed

                           3.15.1.2   such other notices as the Landlord may in
                                      its reasonable discretion approve; and

                           3.15.1.3   the name of the Tenant signwritten on the




                                       17



<PAGE>   20

                           entrance doors of the premises in a style and manner
                           approved by the Landlord or the Landlord's Surveyor
                           such approval not to be unreasonably withheld or
                           delayed

                  3.15.2   If any name writing notice sign placard poster
                           sticker or advertisement shall be placed or
                           displayed in breach of these provisions to permit
                           the Landlord to enter the Buildings and using
                           reasonable care to remove such name writing notice
                           sign placard poster sticker or advertisement and to
                           pay to the Landlord on demand the reasonable
                           expenses properly incurred of so doing.


         3.16     Loading and deliveries

                  3.16.1   At all times to keep the interior of the Buildings
                           where it is visible from the exterior of the Demised
                           Premises neatly laid out and furnished and to keep
                           any display windows or any showcases of the
                           Buildings clean and tidy;

                  3.16.2   Not to load or unload vehicles except in the areas
                           within the Demised Premises specially designated for
                           such purpose and also for such purpose to comply
                           with any reasonable additional Regulations of the
                           Landlord and the requirements (if any) of the local
                           highway authority


         3.17     Hours of user

                  3.17.1   The Tenant may use the premises during such hours
                           and on such days as it thinks fit save that the
                           Landlord acting reasonably shall be entitled to
                           object to such user in circumstances where there are
                           security risks in relation to the Demised Premises
                           or any other unit providing always that the Landlord
                           hereby acknowledges that the Demised Premises are
                           let to Tenant as an independent self contained unit

         3.18     Compliance with statutes etc


                                       18
<PAGE>   21
                  3.18.1   Except where such liability may be expressly within
                           the Landlord's covenants contained in this Lease to
                           comply in all material respects with the provisions
                           of all statutes and instruments pursuant to them for
                           the time being in force and requirements of any
                           competent authority relating to the Demised Premises
                           or anything done in or upon them by the Tenant and to
                           indemnify the Landlord against all actions
                           proceedings claims or demands which may be brought or
                           made by reason of such statutes or requirements or
                           any default in compliance with them.

                  3.18.2   In particular but without prejudice to the generality
                           of clause 3.18.1:

                           3.18.2.1  to execute all works and do all things on
                                     or in respect of the Demised Premises which
                                     are required under the Offices Shops and
                                     Railway Premises Act 1963;

                           3.18.2.2  to comply with all requirements under any
                                     present or future Act of Parliament order
                                     bye-law or regulation as to the use or
                                     occupation of or otherwise concerning the
                                     Demised Premises;

                           3.18.2.3  to execute with all due diligence
                                     (commencing work within two months or
                                     sooner if necessary and then proceeding
                                     continuously) all works to the Demised
                                     Premises for which the Tenant is liable in
                                     accordance with this clause 3.18 and of
                                     which the Landlord has given written notice
                                     to the Tenant; and

                           3.18.2.4  if the Tenant shall not comply with clause
                                     3.18.2.3 to permit the Landlord to enter
                                     the Demised Premises to carry out such
                                     works and to pay to the Landlord on demand
                                     the reasonable expenses properly incurred
                                     of so doing (including surveyors' and other
                                     professional advisers' fees) together with
                                     Interest from the date of expenditure until
                                     payment by the Tenant to the Landlord (such
                                     monies to be recoverable as if they were
                                     rent in arrear).

         3.19     Planning permissions

                  3.19.1   Not without the consent in writing (such consent not
                           to be unreasonably withheld or


                                       19
<PAGE>   22
                  delayed) of the Landlord to make any application under the
                  Town and Country Planning Acts 1971-1991 to any local planning
                  authority for permission to change the use of the Demised
                  Premises.

         3.19.2   To indemnify the Landlord against any development charges
                  other charges and expenses payable in respect of such
                  applications and to reimburse to the Landlord the reasonable
                  costs it may properly incur in connection with such consent.

         3.19.3   To pay to the Landlord on demand any sum or sums which may
                  become payable in consequence of the use of the Demised
                  Premises reverting to that existing prior to such application
                  being made.

         3.19.4   Forthwith to give to the Landlord full particulars in writing
                  of the grant of planning permission.

         3.19.5   Not to implement any planning permission if the Landlord shall
                  make reasonable objection to any of the conditions subject to
                  which it has been granted where such conditions shall
                  materially affect the Landlord's interest in the Site.

3.20     Compliance with town planning requirements

         3.20.1   To perform and observe all the provisions and requirements of
                  all statutes and regulations relating to town and country
                  planning in relation to the Demised Premises and to obtain
                  any development or other consent which may be requisite by
                  reason of the development of or on the Demised Premises by
                  the Tenant.

         3.20.2   To indemnify the Landlord from and against any loss or
                  expense suffered by the Landlord by reason of the Tenant's
                  failure to obtain any necessary development or other consents
                  as aforesaid.

         3.20.3   To give full particulars to the Landlord of any notice or
                  proposal for a notice or order or proposal for an order made
                  given or issued to the Tenant under or by virtue of any
                  statute or regulations relating to town and country planning
                  or otherwise within seven days of the receipt of any such by
                  the Tenant and if so required by the Landlord to produce

                                       20
<PAGE>   23

                           such notice or proposal for a notice or order to the
                           Landlord.

                  3.20.4   Forthwith to take all reasonable and necessary steps
                           to comply with any such notice or order.

                  3.20.5   At the request and cost of the Landlord to make or
                           join with the Landlord in making such objections or
                           representations against or in respect of any proposal
                           for such a notice or order as the Landlord may
                           reasonably deem expedient.

         3.21     Claims made by third parties

To indemnify the Landlord against any claims proceedings or demands and the
costs and expenses so incurred which may be brought against the Landlord by any
employees workpeople agents or visitors of the Tenant in respect of any
accident loss or damage whatsoever to person or property howsoever caused or
occurring in or upon the Demised Premises save in the case of any action or
default by the Landlord or its servants or agents.

         3.22     Expenses of the landlord

To pay all expenses (including solicitors' costs surveyors' fees and bailiff's
fees) properly and reasonably incurred by the Landlord:


                  3.22.1   incidental to the preparation and service of a
                           Schedule of Dilapidations and/or a notice under
                           sections 146 and 147 of the Law of Property Act 1925
                           (notwithstanding that forfeiture is avoided
                           otherwise than by relief granted by the Court); and

                  3.22.2   in connection with every application for any consent
                           or approval made under this Lease whether or not
                           such consent or approval shall be granted or given.

         3.23     Obstruction of windows or lights

                  3.23.1   Not to stop up darken or obstruct any windows or
                           lights belonging to the Demised Premises or



                                      21
<PAGE>   24
                  any other buildings belonging to the Landlord on the Site nor
                  permit any new window light opening doorway path passage drain
                  or other restriction encroachment or easement to be made.

         3.23.2   Not to permit any easement to be made or acquired into
                  against or upon the Demised Premises.

         3.23.3   Where any such window light opening doorway path passage drain
                  or other restriction encroachment or easement shall be made or
                  attempted to be made or acquired forthwith to give notice of
                  the circumstances to the Landlord and at the request and cost
                  of the Landlord to adopt such course as may be reasonably
                  required or reasonably deemed proper by the Landlord for
                  preventing any such restriction encroachment or the
                  acquisition of any such easement.

3.24     Cleaning and insurance of windows

         3.24.1   At all times to keep the glass in the windows of the Buildings
                  clean.

         3.24.2   To keep the glass in the windows of the Buildings insured in a
                  sum equal to the full replacement cost against damage in a
                  reputable office determined by the Landlord in the joint names
                  of the Landlord and the Tenant.

         3.24.3   Whenever reasonably required to produce to the Landlord the
                  policy and the receipt for the last premium in respect of such
                  insurance.

         3.24.4   In case of the destruction of or damage to any plate glass
                  windows to lay out the monies received in respect of such
                  insurance in replacement with glass of the same quality and
                  thickness as before and in case such monies shall be
                  insufficient for such purpose to make good the deficiency out
                  of the Tenant's own monies.

3.25     Value added tax

         3.25.1   To pay any value added tax lawfully imposed upon and added to
                  any fee charge cost or expense in respect of goods and
                  services supplied by or on behalf of the Landlord in
                  connection with this Lease upon receipt of an


                                       22
<PAGE>   25

                  appropriate Value Added Tax invoice.

         3.25.2   To indemnify the Landlord to the extent that input (value
                  added) tax for which the Landlord is liable to third parties
                  in respect of goods and services supplied to the Landlord in
                  connection with this Lease is not recoverable by the Landlord
                  by credit against output (value added) tax or repayment to
                  the Landlord by the Commissioners of Customs and Excise.



      3.26  Notices 'to let' and 'for sale'

To allow the Landlord or its agents to enter on the Demised Premises at any
time upon giving the Tenant reasonable notice in writing

         3.26.1   within six months next before the expiration or earlier
                  determination of the Term to fix upon the Buildings a notice
                  broad for reletting the Demised Premises but not by so doing
                  obscure the Tenant's own existing signs and name plates

         3.26.2   to fix on some part of the Buildings a notice board for the
                  sale of the interest of the Landlord but the proviso in
                  clause 3.26.1 above shall equally apply

         3.26.3   not to remove or obscure any such notice board; and

         3.26.4   to permit all persons authorised by the Landlord or its
                  agents to view the Demised Premises at reasonable hours
                  without interruption in connection with any such letting or
                  sale.

      3.27  Superior Lease covenants

         3.27.1   To observe and perform the obligations and liabilities in so
                  far as the same shall relate to or affect the Demised
                  Premises referred to in the Superior Lease including any
                  obligations to register this Lease with the Superior Landlord
                  except the obligation thereunder to pay rent and other
                  outgoings and to indemnify and keep indemnified the Landlord
                  against any liability whatsoever arising out of the breach
                  non-observance or non-performance of such obligations and


                                       23


<PAGE>   26
                  liabilities save where the same would amount to a derogation
                  from the grant herein contained.

         3.27.2   Not to do any act matter or thing which would constitute a
                  breach non-observance or non-performance of the covenants on
                  the part of the tenant and the conditions contained in the
                  Superior Lease.

         3.27.3   The Landlord acknowledges the right of the Tenant to
                  production of the Superior Lease (or a certified copy of the
                  Superior Lease).

4    Provisos

THE PARTIES AGREE to the following provisos:

    4.1  Proviso for re-entry

         4.1.1    If

                  4.1.1.1  any or any part of the rents reserved by this Lease
                           shall be unpaid for twenty one days after any of the
                           days when they become due for payment (whether or not
                           they shall have been lawfully demanded); or

                  4.1.1.2  the Tenant shall at any time fail or neglect to
                           perform or observe any of the covenants conditions or
                           agreements contained in this Lease to be performed or
                           observed by the Tenant or shall allow any distress or
                           execution to be levied on the Tenant's goods; or

                  4.1.1.3  an event of insolvency shall occur in relation to the
                           Tenant or any guarantor of the Tenant then and in any
                           such case it shall be lawful for the Landlord or any
                           person or persons duly authorised by the Landlord for
                           that purpose to re-enter the Demised Premises or any
                           part of them in the name of the whole and peaceably
                           to repossess and enjoy the Demised Premises as if
                           this Lease had not been made.

         4.1.2    Re-entry in exercise of the rights contained in clause 4.1.1
                  shall be without prejudice to any right of action or remedy of
                  the Landlord or the Tenant in respect of any antecedent breach
                  of any of the covenants contained in this Lease.


                                       24




<PAGE>   27
         4.1.3    The expression 'an event of insolvency' in clause 4.1.1.3
                  includes (in relation to a company or other corporation which
                  is the Tenant or one of the Tenants or a guarantor) entry into
                  liquidation either compulsory or voluntary (except for the
                  purpose of amalgamation or reconstruction), the passing of a
                  resolution for a creditor's winding up, the making of a
                  proposal to the company and its creditors for a composition in
                  satisfaction of its debts or a scheme of arrangement of its
                  affairs and the appointment of a receiver of an administrative
                  receiver, and (in relation to an individual who is the Tenant
                  or a guarantor) having no reasonable prospect of being able to
                  pay his debts, the presentation of a bankruptcy petition, the
                  making of a proposal to his creditors for a composition in
                  satisfaction of his debts or a scheme of an arrangement of his
                  affairs, and the appointment of a receiver or interim
                  receiver, and in relation to the various events of insolvency
                  they shall wherever appropriate be interpreted in accordance
                  and conjunction with the relevant provisions of the Insolvency
                  Act 1986.

4.2  Rent abatement in case of damage by insured risks

         4.2.1    If the whole or any part of the Demised Premises shall at any
                  time be destroyed or damaged by any of the Insured Risks so as
                  to render the Demised Premises unfit for occupation and use
                  and the policy or policies of insurance shall not have been
                  vitiated or payment of the policy monies withheld in whole or
                  in part in consequence of some act or default of the Tenant
                  his employees or agents then the rents reserved by this Lease
                  or a fair proportion of them according to the nature and
                  extent of the damage sustained shall cease and be suspended
                  until the Demised Premises shall be rendered fit for
                  occupation and use again

         4.2.2    Any dispute as to the amount or extent of such cesser of rent
                  shall be referred to the award of a single arbitrator if the
                  Landlord and the Tenant can agree upon one and otherwise to an
                  arbitrator appointed at the request of either of them by the
                  President for the time being of the Royal Institution of
                  Chartered Surveyors and in either case in accordance with the
                  provisions of the Arbitration Acts 1950-1979.


4.3  Power for Landlord to deal with the Retained Land

         4.3.1    The Landlord may deal as it amy think fit with

                                       25
<PAGE>   28
                  the Retained Land and erect or suffer to be erected on such
                  property any structures whatsoever whether or not such
                  structures shall affect or diminish the light or air which may
                  now or at any time be enjoyed by the Tenant in respect of the
                  Demised Premises but not so as to materially interrupt or
                  disturb the Tenant's lawful use of the Demised Premises


         4.4      Arbitration of disputes between tenants

If any dispute or disagreement shall at any time arise between the Tenant and
any other tenants and occupiers of the Retained Land relating to the Conducting
Media serving the Demised Premises or any easements or privileges whatsoever
affecting or relating to the Demised Premises or any other part of the Site
the dispute or disagreement shall from time to time be settled and determined
by the Landlord to which determination the Tenant shall from time to time
submit.

         4.5      Compensation for disturbance

Except to the extent that any statutory provision prohibits the Tenant's right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled on quitting the Demised Premises to claim from the Landlord any
compensation under the Landlord and Tenant Act 1954.


         4.6      Removal of property after determination of term

                  4.6.1    If at such time as the Tenant has vacated the Demised
                           Premises after the determination of this Lease any
                           property of the Tenant shall remain in or on the
                           Demised Premises and the Tenant shall fail to remove
                           the same within 28 days after being requested by the
                           Landlord so to do by a notice to that effect then the
                           Landlord may as the agent of the Tenant sell such
                           property and shall then hold the proceeds of sale
                           after deducting the reasonable costs and expenses of
                           removal storage and sale properly incurred by it to
                           the order of the Tenant.


         4.7      Notices consents and approvals

                  4.7.1    Any notice served under or in connection with this
                           Lease shall be in writing and be properly



                                       26
<PAGE>   29
                           served if compliance is made with the provisions of
                           section 196 of the Law of Property Act 1925 (as
                           amended by the Recorded Delivery Service Act of
                           1962).

                  4.7.2    Any consent or approval under this Lease shall be
                           required to be obtained before the act or event to
                           which it applies is carried out or done and shall be
                           effective only when the consent or approval is given
                           in writing.

         4.8      Superior landlord

                  4.8.1    The powers rights matters and discretions granted and
                           reserved to the Landlord under this Lease shall also
                           be granted and reserved to or exercisable by any
                           Superior Landlord its servants agents or workmen to
                           the extent required under the Superior Lease.

                  4.8.2    If the Tenant shall do or propose to for any matter
                           or thing for which the consent of the Superior
                           Landlord shall be required the Tenant shall bear and
                           indemnify the Landlord against the reasonable and
                           proper cost of obtaining such consent together with
                           all incidental surveyors' professional or other fees
                           and disbursements.

                  4.8.3    The Landlord shall be entitled to withhold the
                           Landlord's consent in any matter where the Superior
                           Landlord's consent is required and the Landlord is
                           unable after having made all reasonable endeavours to
                           obtain it.

         4.9.     Value Added Tax

                  4.9.1.   Any monies (including rents) payable under this Lease
                           shall be exclusive of value added tax which (if any)
                           shall be payable in addition.

5        Landlord's covenants

THE LANDLORD COVENANTS with the Tenant as follows:

         5.1      Quiet enjoyment

That the Tenant paying the rents and performing the Tenant's covenants reserved
by and contained in this Lease may lawfully and peacefully enjoy the Demised
Premises throughout the Term


                                       27
<PAGE>   30
without any lawful suit eviction or interruption by the Landlord or by any
person lawfully claiming through under or in trust for the Landlord.

         5.2      Insurance

                  5.2.1    To keep insured at all times throughout the Term in
                           such a sum as shall represent the full reinstatement
                           value of the Demised Premises and all fixtures of an
                           insurable nature (other than those which the Tenant
                           is entitle to remove) against loss or damage by the
                           Insured Risks together with Architects' Surveyors'
                           and other requisite professional advisers' fees in
                           relation to the reinstatement of the Demised Premises
                           and three years' loss of rent in respect of the
                           Demised Premises.

                  5.2.2    Whenever the whole or any part of the Demised
                           Premises shall in consequence of the occurrence of
                           any of the Insured Risks be destroyed or damaged so
                           as to render the whole or part of the Demised
                           Premises unfit for occupation or use then with all
                           due diligence to apply the monies received for that
                           purpose by virtue of the policy of insurance effected
                           in accordance wit clause 5.2.1 above (or to require
                           the monies to be laid out) towards the rebuilding
                           repairing and reinstating the Demised Premises with
                           all convenient speed.

                  5.2.3    The Landlord's obligation under this clause
                           5.2 shall cease if and to the extent that the
                           insurance shall be vitiated or the policy monies
                           withheld by any act or default of the Tenant.

         5.3      Common Parts

                  5.3.1.  To maintain and keep in good repair the Common Parts
                           and to use all reasonable endeavours to provide the
                           Services provided always that the Landlord will have
                           no liability to the Tenant

                           5.3.1.1.  for any failure to provide any Service
                                     during any period when the Tenant is in
                                     arrears with payment of any sums due under
                                     clauses 3.1 and 3.3 or any other monies due
                                     from the Tenant to the Landlord under this
                                     Lease

                           5.3.1.2   for the interruption of any Service for
                                     reason of inspection maintenance repair or
                                     other works provided these are carried out


                                       28
<PAGE>   31
                      with due diligence and in accordance with good estate
                      management.

            5.3.1.3.  for the failure to provide any Service for reasons outside
                      the control of the Landlord

            5.3.1.4.  for the withdrawal of any Service if the Landlord
                      reasonably considers it is no longer appropriate


     5.4.   Superior Lease obligations

            5.4.1.    The Landlord shall pay the rent reserved by and observe
                      and perform the covenants on the part of the tenant and
                      the conditions contained in the Superior Lease except in
                      so far as the covenants fall to be observed and performed
                      by the Tenant by reason of the obligations on the part of
                      the Tenant contained in this Lease.

     5.5.   Enforce covenants

            5.5.1     Upon reasonable written request and receipt of a suitable
                      indemnity from the Tenant (or the deposit of adequate
                      security) to use all reasonable endeavours to enforce
                      against the tenants of other Units a covenants entered
                      into by such Tenant a breach of which will cause a
                      nuisance to the Tenant or otherwise materially interfere
                      with the Tenant's business.

6 Rent review

     6.1    The review dates

The yearly rent payable under this Lease shall be reviewed on the expiration of
each consecutive period of five years of the Term (referred to in this clause 6
as 'the review date' and 'the relevant review date' shall be construed
accordingly) and as and from each review date the reviewed rent (agreed or
determined in accordance with the following provisions of this clause) shall
become payable in all respects as if it were the yearly rent reserved by this
Lease.

     6.2    Upward only rent reviews

The reviewed rent shall be the greater of:


                                       29




<PAGE>   32
                  6.2.1    the yearly rent payable under this Lease immediately
                           preceding the relevant review date; and

                  6.2.2    the market rent of the Demised Premises at the
                           relevant review date.

         6.3      The Market rent

The expression 'the market rent' shall for the purpose of this Lease mean the
yearly rental value of the Demised Premises having regard to best rental values
reasonably obtainable as between a willing landlord and a willing tenant for
comparable property at the relevant review date let without a premium for a
term of either 10 years or the residue of the Term at the relevant review date
whichever shall be the greater and subject to the provisions to the same effect
as those contained in this Lease (other than the amount of rent but including
these provisions for rent review) but upon the assumption (of not the fact)
that at the relevant review date:

                  6.3.1    the Demised Premises are available to be let with
                           vacant possession;

                  6.3.2    the Demised Premises are fit and ready for immediate
                           occupation and use;

                  6.3.3    no work has been carried out to the Demised Premises
                           by the Tenant or any predecessor-in-title of the
                           Tenant which has diminished the market rent;

                  6.3.4    in case the Demised Premises have been destroyed or
                           damaged they have been fully reinstated

                  6.3.5    the Demised Premises are in a state of full repair
                           and the covenants of the Tenant have been fully
                           observed and performed;

                  6.3.6    the Demised Premises may be lawfully used for any
                           purpose which is within those classes referred to in
                           clause 3.13.1


         6.4      Matters to be disregarded

In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:



                                       30


<PAGE>   33
                  6.4.1     the occupation of the Demised Premises by the Tenant
                            or any predecessor-in-title of the Tenant;

                  6.4.2     any goodwill attached to the Demised Premises by
                            reason of the carrying on at the Demised Premises of
                            the business of the Tenant or predecessors-in-title
                            of the Tenant to that business;

                  6.4.3     any improvements to the Demised Premises made by the
                            Tenant with the consent of the Landlord other than
                            those:

                            6.4.3.1   made in pursuance of an obligation to the
                                      Landlord (except obligations requiring
                                      compliance with statutes or directions of
                                      local authorities); or

                            6.4.3.2   completed by the Tenant and/or its
                                      predecessors-in-title more than 21 years
                                      before the relevant review date.

         6.5      Procedure for determination of market rent

                  6.5.1     The Landlord and the Tenant shall endeavour to agree
                            the market rent at any time not being earlier than
                            12 months before the relevant review date but if
                            they shall not have agreed the market rent three
                            months before the relevant review date the amount of
                            the market rent shall be determined by reference to
                            the arbitration of an arbitrator nominated by the
                            President for the time being of the Royal
                            Institution of Chartered Surveyors on the
                            application either of the Landlord or of the Tenant
                            and the costs of the arbitration shall be in the
                            award of the arbitrator whose decision shall be
                            final and binding on the parties hereto.

                  6.5.2     The reference to and award of the arbitrator shall
                            be in accordance with the Arbitration Acts
                            1950-1979.

                  6.5.3     The arbitrator to be nominated shall be a chartered
                            surveyor having experience of leasehold valuation of
                            property being put to the same or similar use as the
                            Demised Premises and of property in the same region
                            in which the Demised Premises are situated.

          6.6     Time limits

Time shall not be of the essence in agreeing or determining




                                       31
<PAGE>   34
the reviewed rent or in appointing an arbitrator.

     6.7  Rental adjustments

If the market rent shall not have been agreed or determined in accordance with
the provisions of this clause before the relevant review date then until the
market rent shall have been so agreed or determined the Tenant shall continue to
pay on account rent at the rate of yearly rent payable immediately before the
relevant review date and when the market rent shall have been agreed or
determined the Tenant shall forthwith pay to the Landlord all arrears of the
reviewed rent which shall have accrued together with interest calculated as
being 3 per cent below the rate of Interest specified herein upon the arrears in
respect of the period commencing on the relevant review date and ending with the
payment of the arrears by the Tenant to the Landlord.

     6.8  Memorandum of rent review

The parties shall cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease as appropriate.

7.   Guarantee Provisions

     7.1  The Surety guarantees to the Landlord that the Tenant will pay the
rents reserved by and perform and observe all the covenants and stipulations on
the Tenant's part contained in this Lease throughout the Term.

     7.2  The Surety shall not be released from liability under these
provisions by reason of any forbearance the granting of time or any other
indulgence on the part of the Landlord (including but without prejudice to the
generality of the foregoing) any granting or extension of time under or varying
the procedure set out in clause 6.5.

     7.3  If a liquidator or trustee in bankruptcy of the Tenant shall disclaim
this Lease the Surety will if the Landlord shall by notice within three months
after such disclaimer so require take from the Landlord a Lease of the Demised
Premises for a term commensurate with the residue of the Term which would have
remained had there been no disclaimer at the same rents and subject to the same
covenants and conditions as are reserved by and contained in this Lease (with
the exception of

                                       32
<PAGE>   35
this clause) such Lease to take effect from the date of the disclaimer and in
such case the Surety shall pay the costs of such new Lease and execute and
deliver to the Landlord a counterpart of the new Lease.

8    Legal fees

The Tenant shall forthwith pay the Landlord's Solicitors charges properly
incurred for the preparation of this Lease together with the stamp duty on the
counterpart thereof up to a maximum sum of L.900, plus Value Added Tax.

9    Tenant's rights to terminate

     9.1  Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(____________) serve a notice upon the Landlord to terminate the Term on
(____________) and if it does so and if the Tenant observes the obligation in
clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.1.

     9.2  Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_____________) serve a notice upon the Landlord to terminate the Term on
(________________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (________________) the Term will end at 12:00 noon on
(______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.2.

     9.3  The Tenant shall only be entitled to terminate this Lease under the
provisions of clause 9.1 or 9.2 if on or before the relevant termination date
it shall have paid to the Landlord by way of cleared funds a sum equivalent to
one quarter's rent then prevailing under this Lease plus Value Added Tax
thereon and for the avoidance of doubt such payment shall be in addition to any
other payments due under this Lease.

     9.4  In the event that the Tenant exercises its right to




                                       33
<PAGE>   36

terminate this Lease under the provisions either of clause 9.1 or clause 9.2
and if the Landlord so requires the Tenant shall rebuild at the Tenant's own
expense a dividing wall between the Buildings and the neighbouring Unit E3 to
the Landlord's reasonable specification and to the reasonable satisfaction of
the Landlord.

                                   SCHEDULE 1

Matters in respect of which the Tenant is to have the benefit (subject always
to compliance with the Regulations)

1.   The right in common with the Landlord and all others similarly entitled to
     pass and repass at all times and for all purposes connected with the use
     and enjoyment of the Demised Premises with or without vehicles over the
     estate roads and accessways within the Common Parts provided always that
     the relevant accessways shall be used only for the purpose of obtaining
     access to and egress from the Car Parking Spaces and the Demised Premises

2.   The right in common with the Landlord and all others similarly entitled to
     pass and repass at all times and for all purposes connected with the use
     and enjoyment of the Demised Premises on foot only along the pavements
     forming part of the Common Parts

3.   The right of free passage of water steam soil air gas electricity and
     telephone communications from and to any part of the Demised Premises
     through the Conducting Media commonly used for those purposes which are now
     or may in the future during the period of 80 years after the date of this
     Lease be in upon or under the Retained Land

4.   With the consent of the Landlord the right to enter the Retained Land with
     or without agents workmen and others and with or without necessary
     appliances and materials at all times for the purposes of maintaining
     repairing and cleansing the Demised Premises causing as little damage and
     disturbance as possible and making compensation to any owner or occupier of
     any Adjoining Property for all damage that is done

5.   Those matters referred to in the Superior Lease in so


                                       34
<PAGE>   37

          far as they relate to or in any way affect the Demised Premises

     6.   The right of support from the adjacent premises E2


                                   SCHEDULE 2

          Exceptions and Reservations in favour of the Landlord.

     1.   The right of free passage of water steam soil air gas electricity and
          telephone communications from and to the Retained Land through the
          Conducting Media commonly used for those purposes which are now or may
          in the future during the period of 80 years after the date of this
          Lease be in upon or under the Demised Premises

     2.   With the consent of the Tenant (not to be unreasonably withheld) the
          right to enter the Demised Premises with or without agents workmen and
          others and with or without necessary appliances and materials at
          reasonable times for the purposes of connecting into the Conducting
          Media and the services referred to in paragraph 1 of this schedule and
          also for the purposes of repairing maintaining testing cleansing and
          if necessary renewing such services causing as little damage and
          disturbance as possible to the Tenant and making compensation for all
          damage that is done.


                                   SCHEDULE 3

                                  The Services

In this Schedule the Services are those services appropriate to the management
and maintenance of the Common Parts in accordance with the highest standards of
estate management including but not limited to the following:

     1.   Lighting (including if appropriate improvement replacement and
          renewal thereof), cleaning, draining, repairing and maintaining in
          good condition free from rubbish and litter and from time to time
          resurfacing reconstructing renewing or rebuilding all estate roads,
          accessways, footpaths, walkways, paved areas, lawns and


                                       35
<PAGE>   38
     trees and landscaped areas

2.   Cleaning, repairing and maintaining in good working condition and from time
     to time renewing the Conducting Media

3.   Paying any outgoings properly payable by the Landlord in respect of the
     Common Parts including general and water rates charges and assessments for
     electricity and gas telephone and public or statutory utilities payable in
     respect of the Common Parts and also including any outgoings (including
     rent) payable in respect of the Landlord's site office and any
     accommodation provided by the Landlord for its staff

4.   Providing and renewing (if and to the extent that the Landlord reasonably
     considers it appropriate) security fire fighting and prevention apparatus
     for the better use and enjoyment of the Common Parts and its facilities

5.   Retaining (to the extent that the Landlord acting reasonably considers it
     appropriate) managing agents and professional advisers

6.   Employing staff if the same shall be reasonably necessary in connection
     with the proper performance of the Landlord's obligations under this Lease
     and the provision of the Services and all other incidental expenditure in
     relation to such employment including but without prejudice to the
     generality of the foregoing the payment of the statutory and other
     insurance health pension welfare and other payments contributions and
     premiums that the Landlord may in its absolute discretion deem desirable or
     necessary and the reasonable cost of the provision of uniforms working
     clothes tools appliances cleaning and other material and equipment for the
     proper performance of their duties

7.   Where reasonably necessary providing and maintaining accommodation for
     such staff employed full time or part time in connection with the Services
     as the Landlord may from time to time at its discretion determine

8.   Paying proper fees charges expenses and commissions payable to any
     solicitor accountant surveyor valuer architect engineer quantity surveyor
     and managing agent which the Landlord may from time to time employ in
     connection with the management and administration (including rent
     collection) repair and maintenance of the Common Parts

9.   Regulating and controlling the movement of vehicles upon the Common Parts

10.  Complying with any statutory requirements relating to the Common Parts
     not the responsibility of the Tenant

                                       36
<PAGE>   39
11.  Providing such other things in the nature of the Services as shall be
     reasonable and for the benefit of the Tenant and the other occupiers of the
     Site and as the Landlord shall reasonably consider necessary or desirable
     to maintain the standard of the Common Parts

12.  Paying VAT on the cost of any of the Services provided (but giving due
     credit for recoverable VAT as herein provided).

13.  Maintaining appropriate insurance in respect of the Landlord's employers
     third party occupiers and public liability in connection with the Common
     Parts

14.  Modernising maintaining renewing or replacing plant and machinery (if any)
     when reasonably necessary in the Common Parts

15.  Providing (if the Landlord deems it necessary) security for the Site and
     traffic patrols

16.  Providing maintaining and renewing plants shrubs trees and flowers in the
     Common Parts

17.  Employing landscape gardeners (if the Landlord deems it appropriate) to
     maintain all landscaping areas within the Common Parts

18.  Maintaining repairing and renewing all fences and boundaries on the Site


                                   SCHEDULE 4

                               The Service Charge

1.   The Service Charge in respect of which the Tenant is to contribute under
     clause 3.3.2 (subject to the proviso hereinafter contained) means the
     aggregate of the following costs:

     1.1. all rates taxes charges assessments and outgoings properly payable in
          respect of all or any part of the Common Parts or in respect of the
          Site as a whole (as distinct from any one or more unit)

     1.2. the reasonable and proper cost of employing or arranging for the
          employment of staff to provide the Services such cost to include all
          incidental


                                       37
<PAGE>   40
         expenditure such as (without prejudice to the generality of the
         foregoing) that relating to insurance pension and welfare contributions
         the provision of clothing the provision of tools and equipment the
         provision of accommodation (and where such accommodation is provided on
         the Site a notional rent therefor not exceeding such figure as the
         Landlord is from time to time advised by a duly qualified surveyor
         represents its open market rent)

1.3.     The proper cost of providing maintaining and renewing such equipment
         materials and supplies as are from time to time required in order to
         provide the Services

1.4.     The cost of all maintenance contracts properly entered into in relation
         to the provision of the Services

1.5.     The reasonable cost to the Landlord of complying with or contesting the
         requirements of proposals of any Authority in so far as they relate to
         the Site (as distinct from any particular Unit or Units)

1.6.     The proper fees of managing agents retained by the Landlord in relation
         to the management of the Site the provision of the Services and the
         collection of the Service Charge due from tenants and occupiers of the
         Site (or where any such task is carried out by the Landlord a
         reasonable charge for the Landlord in relation thereto)

1.7.     The proper cost of preparing and auditing Service Charge accounts
         (whether carried out by the Landlord or by the Landlord's agents or
         accountants)

1.8.     The proper cost of obtaining such professional advice as may from time
         to time be required in relation to the management of the Common Parts
         and the provision of Services

1.9.     VAT (or other tax) where chargeable on any part of the Service Charge
         to the extent that it cannot be recovered by the Landlord

1.10.    All other proper costs charges expenses and outgoings incurred or
         incidental to the provision of the Services

1.11.    Such provision for anticipated future expenditure in relation to the
         Services as may in the Landlord's reasonable opinion be appropriate

                                       38
<PAGE>   41

                  PROVIDED THAT the costs of any remedial works necessary at the
                  Site in relation to defective surface water drainage and
                  damage caused by subterranean streams and in connection with
                  any methane gas escape or build-up will not be recoverable
                  from the Tenant under the provisions of this Schedule or
                  otherwise.

2.       Payment of the Service Charge

         For the purpose of this clause the following words and expressions
         shall where the context so admits be deemed to have the following
         meanings

         "Account Date" means the 30th June in each year or such other date in
         each year as the Landlord may reasonably stipulate

         "Account Period" means the period from and excluding one Account Date
         up to and including the next Account Date

         "Total Charge" means the total Service Charge for an Account Period

         "Service Charge" means the due proportion of the Total Charge payable
         by the Tenant under the provisions of clause 3.3.2 of this Lease

         "Estimated Service Charge" means the payment on account of the Service
         Charge

         "Account Statement" means a statement certified by a duly qualified
         surveyor or accountant (and in the absence of manifest error to be
         accepted by the Tenant as conclusive) showing a) the Total Charge for
         the relevant Account Period b) the Service Charge c) details of all
         Estimated Service Charge received in respect of the relevant Account
         Period and d) any balance of Service Charge due from the Tenant or
         refund due to the Tenant

3.       The Tenant hereby covenants to pay to the Landlord by way of equal
         instalments in advance on each quarter day during the Term and
         proportionately for less than an Account Period (the first payment or
         proportionate payment to be made on the date hereof) an Estimated
         Service Charge of such sum as the Landlord may reasonably demand having
         regard to the actual and anticipated Service Charge

4.       As soon as practicable after an Account Date the Landlord shall submit
         to the Tenant an Account Statement for the Account Period ending on
         that Account Date and

                                       39
<PAGE>   42
     4.1  if the Account Statement shows that a balance of Service Charge is due
          from the Tenant the Tenant shall pay such balance to the Landlord
          within 14 days of receipt of the Account Statement

     4.2  if the Account Statement shows that a refund is due to the Tenant such
          refund shall during the Term be set off against a future Service
          Charge payment and following the determination of the Term be set off
          against any other monies due from the Tenant to the Landlord and the
          balance (if any) paid to the Tenant


                                   SCHEDULE 5

                                The Regulations

1.   Such rules and regulations as the Landlord in its absolute discretion shall
     deem appropriate for the purposes of governing and controlling traffic on
     the estate roads and accessways within the Common Parts

2.   No obstruction must be caused on or within any part of the Common Parts

3.   Refuse is to be kept in containers specifically approved by the Landlord
     and removed at regular intervals

4.   Due precaution shall be taken to avoid water freezing in any of the
     Conducting Media within the Demised Premises

5.   Fire escape doors are not to be obstructed nor used except in cases of
     emergency

6.   The Demised Premises are to be secured against intrusion when not in use

                                       40
<PAGE>   43
Executed as a deed for and on
behalf of UNIFORM TUBES (EUROPE)
in the presence of:




Executed as a deed for and on
behalf of UTI CORPORATION in
the presence of:
                                 /s/ CORNELIUS VERHOOG
                                 ---------------------
                                     Cornelius Verhoog
                                     VP -- Finance


Subscribed and Affirmed
Before me this 13th day
of July, 1993


/s/ CHARLOTTE E. JAY
--------------------
    Charlotte E. Jay

[NOTARY SEAL]

Pottstown, PA U.S.A.




                                       41
<PAGE>   44
DATED                                                                       1993

                          BAKMAT DEVELOPMENTS LIMITED

                                      -to-

                             UNIFORM TUBES (EUROPE)



                               COUNTERPART LEASE

relating to Unit E2, Brookside Business Park, Chadderton, Oldham and associated
car parking spaces




                                        Jones, Maidment, Wilson,
                                        5, Byrom Street,
                                        Manchester M3 4PF

                                        PG/LB
<PAGE>   45

Date:                                                         19

Parties:

1        'The Landlord': BAKMAT DEVELOPMENTS LIMITED whose registered office is
         at Oak House, Newby Road Industrial Estate, Hazel Grove, Stockport SK7
         5AS

2        'The Tenant': UNIFORM TUBES (EUROPE) whose registered office is at
         Dennis House, Marsden Street, Manchester, M2 1JD

3        'The Surety': UTI CORPORATION, 200 West Seventh Avenue, Trappe,
         Collegeville, Pennsylvania, 19426-0992, U.S.A.


Operative provisions:

1        Interpretation

         1.1      Definitions

In this lease the following words and expressions shall where the context so
admits be deemed to have the following meanings:

         1.1.1.   "the Plan" means the plan attached hereto

         1.1.2.   "the Site" means the land demised to the Landlord by the
                  Superior Lease edged blue on the Plan

         1.1.3.   "Common Parts" means the estate roads accessways (including
                  any drains and sewers thereunder) pavements landscaped and
                  all other areas (including Wince Brook and its embankment)
                  within the Site enjoyed in common by the Landlord and all
                  other owners/occupiers of the Units on the Site

         1.1.4.   "the Retained Land" means such part of the Site as is not
                  demised by this Lease

         1.1.5.   "Conducting Media" means drains sewers conduits flues gutters
                  gullies channels ducts shafts watercourses pipes cables wires
                  and mains or any of them not exclusively serving any premises
                  to be demised to other owners/occupiers of the Units on the
                  Site;

         1.1.6.   "the Car Parking Spaces" means the area shown

                                       1




<PAGE>   46
                  coloured brown on the Plan

         1.1.7.   "the Demised Landscaping Area" means the area shown coloured
                  green on the Plan

         1.1.8    "the Demised Premises" means the land shown edged red on the
                  Plan together with any buildings erected thereon (the
                  "Buildings") and includes;

                  the inside and outside of the windows and other lights and the
                  frames glass equipment and fitments relating to windows and
                  lights of the Buildings;

                  the door frames equipment and fitments and any glass relating
                  to the doors of the Buildings;

                  the internal plaster or other surfaces of loadbearing walls
                  and columns within the Buildings and of walls which form
                  boundaries of the Buildings; the whole of all non-loadbearing
                  wells within the Buildings;

                  the flooring raised floors and floor screeds down to the
                  joists or other structural parts supporting the flooring of
                  the Buildings;

                  the plaster or other surfaces of the ceilings and the whole of
                  any false ceilings within the Buildings and the voids between
                  the ceilings and any false ceilings;

                  all the Conducting Media within and/or exclusively serving the
                  Buildings;

                  appurtenances fixtures and rights demised by this Lease;

                  all structural parts loadbearing framework roof foundations
                  joists forming part of the Buildings

         1.1.9.    "Insured Risks" means the risks of fire storm tempest flood
                  lightning explosion aircraft and articles dropped therefrom
                  riot civil commotion malicious damage earthquake bursting and
                  overflowing of water pipes tanks and other apparatus and such
                  other perils loss of rent and third party and public liability
                  cover and other contingencies against which the Demised
                  Premises are required to or which may from time to time be
                  insured under the provisions of this Lease and includes any
                  incidental cover costs fees and expenses covered by the




                                       2




<PAGE>   47
                  insurance policy but subject to any exclusions limitations or
                  conditions imposed by or contained in the policy of insurance;

         1.1.10.  "the Service(s)" means those services or any part of them to
                  be provided by the Landlord set out in Schedule 3

         1.1.11.  "the Service Charge" means those expenses costs and charges
                  set out in Schedule 4

         1.1.12   "Interest" means interest at the rate of 3 per cent over the
                  base rate of Royal Bank of Scotland PLC for the time being and
                  from time to time prevailing (as well after as before
                  judgment) or such other comparable rate as the Landlord may
                  reasonably designate if the base rate shall cease to be
                  published;

         1.1.13   "the Landlord" includes all persons entitled to the reversion
                  immediately expectant upon the determination of this Lease;

         1.1.14   "this Lease" is a reference to this Underlease and includes
                  any instruments supplemental to it;

         1.1.15   "outgoings" means all general rates water rates water charges
                  taxes and all existing and future rates charges assessments
                  impositions and outgoings of an annual or regularly recurring
                  nature (whether parliamentary municipal parochial or
                  otherwise) which are now or may at any time in the future be
                  payable charged or assessed on property or the owner or
                  occupier of property;

         1.1.16   "the Superior Landlord" means the holder of a reversion
                  whether immediate or not to the lease under which the landlord
                  holds its interest in the Site

         1.1.17   "Superior Lease" means the lease dated 29 November 1991 under
                  which the Landlord holds its interest in the Site and includes
                  any leasehold reversion whether immediate or not to such
                  lease;

         1.1.18   "the Tenant" includes the Tenant's successors in title and
                  assigns in whom this Lease shall for the time being be vested;

         1.1.19   "the Term" means the term of years granted by this Lease and
                  (in relation to clause 7 includes) any statutory continuation
                  or

                                       3
<PAGE>   48

                  extension of the term of years.

         1.1.20   "Unsecured Underletting" means an underletting of the Demised
                  Premises in relation to which the underlessor and the
                  underlessee have agreed to exclude the provisions of sections
                  24 to 28 of the Landlord and Tenant Act 1954 and their
                  agreement to do so has been duly authorised beforehand by the
                  court.

         1.1.21   "Unit(s)" means any unit on the Site including any car
                  parking spaces let therewith let or intended to be let

         1.1.22   "the Regulations" means the regulations set out in Schedule 5

    1.2  Interpretation of restrictions on the tenant

In any case where the Tenant is placed under a restriction by reason of the
covenants and conditions contained in this Lease the restriction shall be deemed
to include the obligation on the Tenant not to permit or allow the infringement
of the restriction by any person claiming rights to use enjoy or visit the
Demised Premises through or with the permission of the Tenant.


    1.3  Clauses and clause headings

         1.3.1    The clause and paragraph headings in this Lease are for ease
                  of reference only and shall not be taken into account in the
                  construction or interpretation of any covenant condition or
                  proviso to which they refer.

         1.3.2    References in this Lease to a clause Schedule or paragraph
                  are references where the context so admits to a clause
                  Schedule or paragraph of a Schedule in this Lease and
                  references in a Schedule to a paragraph are (unless the
                  context otherwise requires) references to a paragraph of that
                  Schedule.


    1.4  Singular and plural meanings

Words in this Lease importing the singular meaning shall where the context so
admits include the plural meaning and vice versa.



                                       4


<PAGE>   49
         1.5      Statutes and statutory instruments

References in this Lease to any statutes or statutory instruments shall include
and refer to any statute or statutory instrument amending consolidating or
replacing them respectively from time to time and for the time being in force.

         1.6      Gender

Words in this Lease of the masculine gender shall include the feminine and
neuter genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner.


2.       The demise

In consideration of the rent and the covenants reserved by and contained in
this Lease:

         2.1      the Landlord at the request of the Surety DEMISES to the
                  Tenant:

                  2.1.1    ALL the Demised Premises;

                  2.1.2    TOGETHER WITH the rights set out in Schedule 1; and

                  2.1.3    EXCEPT AND RESERVED to the Landlord as stated in
                           Schedule 2;

         2.2      for the Term of 25 years from and including the day of _______
                  1993 determinable as provided by this Lease subject to the
                  matters contained and referred to in the Superior Lease

         2.3      the Tenant PAYING during the Term;

                  2.3.1    the yearly rent of L.16,305. during the first and
                           second years of the Term; the yearly rent of
                           L.17,665. during the third year of the Term; the
                           yearly rent of L.19,023. during the fourth and fifth
                           years of the Term; and thereafter subject to the
                           provisions for revision contained in clause 6 by
                           equal quarterly payments in advance on the usual
                           quarter days in every year the first (or a
                           proportionate part) of such payments in respect of
                           the period commencing on ________ 19__ and ending on
                           the quarter day next following to be made on the
                           grant of this Lease;







                                       5
<PAGE>   50
                  2.3.2    as additional rent the monies payable by the Tenant
                           under clause 3.3 as from _________ 19____.

3        Tenant's covenants

THE TENANT COVENANTS with the Landlord as follows:

         3.1      Rent

                  3.1.1    To pay the yearly rent reserved by this Lease at the
                           times and in the manner required under clause 2.3.1
                           and by means of a standing order to the Tenant's
                           bankers and the additional rents reserved by this
                           Lease at the times and in the manner specified in
                           relation to each of them.

                  3.1.2    If the whole or any part of the rents and other
                           monies due under this Lease shall remain unpaid five
                           days after they shall have become due (in the case of
                           the yearly rent whether formally demanded or not) or
                           if the Landlord shall refuse to accept the tender of
                           rents because of what is subsequently proved to be a
                           breach of covenant on the part of the Tenant then to
                           pay Interest on such rents (or part of the rents) and
                           other monies as from the date they became due until
                           they are paid to or accepted by the Landlord.

         3.2      Outgoings

                  3.2.1    To pay and discharge all Outgoings in respect of the
                           Demise Premises (other than taxes imposed on the
                           Landlord in respect of the yearly rent reserved by
                           this Lease or in respect of a disposal or dealing
                           with the reversionary interest in the Demised
                           Premises).

                  3.2.2    To pay for all gas and electricity consumed on the
                           Demised Premises and all charges for meters and all
                           standing charges.

         3.3      Insurance premium service charge and landscaping charge

                  3.3.1    To pay to the Landlord the due proportion of the
                           insurance premiums incurred with respect to the
                           Insured Risks as to which the following provisions
                           shall apply:


                                       6
<PAGE>   51
                           3.3.1.1    the insurance premiums shall include all
                                      reasonable sums properly expended or
                                      required to be expended by the Landlord in
                                      effecting and/or maintaining cover against
                                      the Insured Risks including any
                                      reimbursement of insurance premiums
                                      payable to the Superior Landlord;

                           3.3.1.2    the Tenant's liability shall include the
                                      whole of any increase in the insurance
                                      premiums or expense of renewal payable by
                                      reason of any act or omission of the
                                      Tenant or any person deriving possession
                                      occupation or enjoyment of the Demised
                                      Premises through the Tenant;

                           3.3.1.3    the cover may take due account of the
                                      effects of inflation and escalation of
                                      costs and fees and the Landlord's
                                      reasonable estimate of the market rent (as
                                      defined in clause 6) of the Demised
                                      Premises in the context of ensuing rent
                                      reviews and/or the expiration of the Term;

                           3.3.1.4    the due proportion of the insurance
                                      premiums shall be payable by the Tenant to
                                      the Landlord within seven days of demand;

                           3.3.1.5    the due proportion of the insurance
                                      premiums shall be the fair and proper
                                      proportion of the insurance premiums
                                      attributable to the Demised Premises as
                                      the Landlord's Surveyor shall reasonably
                                      determine and whose determination shall be
                                      binding on the parties save in the case of
                                      manifest error

                  3.3.2    To pay to the Landlord in the manner provided in the
                           4th Schedule a reasonable contribution towards the
                           Service Charge to be determined by the Landlord's
                           Surveyor acting as an expert and not as an arbitrator
                           whose decision shall be final and binding save in the
                           case of manifest error but for the avoidance of doubt
                           such contribution in the absence of special
                           circumstances shall represent the proportion which
                           the floor area of the Buildings bears to the total
                           floor area of the buildings on all of the Units on
                           the Site provided that for the first year of the Term
                           the service charge payment shall not exceed L.0.30
                           per square foot and any excess over this figure shall
                           be written off by the Landlord


                                       7
<PAGE>   52
                  3.3.3.   To pay to the Landlord from time to time on demand
                           such costs and expenses as the Landlord shall
                           reasonably and properly incur in maintaining the
                           Demised Landscaping Area such costs and expenses to
                           include landscaping, renewing, repairing and
                           replacing where necessary all containers plants
                           shrubs and trees presently or at any time during the
                           Term situate on the Demised Landscaping Area


         3.4      Repair. For the purpose of this clause Demised Premises shall
                  not include the Demised Landscaping Areas

                  3.4.1    From time to time and at all times well and
                           substantially to repair and clean the Demised
                           Premises and to keep the Demised Premises in good and
                           substantial repair and condition

                  3.4.2    The obligations in clause 3.4.1 extend to all
                           improvements and additions to the Demised Premises
                           and all landlord's fixtures fittings and
                           appurtenances of whatever nature affixed or fastened
                           to the Demised Premises

                  3.4.3    The obligations in clause 3.4.1 do not extend to:

                           3.4.3.1    damage by Insured Risks unless and to the
                                      extent that the policies of insurance in
                                      respect of Insured Risks effected by the
                                      Landlord are vitiated or the policy monies
                                      are withheld by reason of any act or
                                      omission of the Tenant its employees or
                                      agents

                           3.4.3.2    the repair of latent or inherent defects
                                      in the Demised Premises arising as a
                                      result of defects or faults in the design
                                      or construction of the Buildings or the
                                      plant and equipment therein or the use of
                                      inappropriate or deleterious materials in
                                      such construction which are unsuitable for
                                      the purpose for which they are intended to
                                      be used

         3.5      Decorations

                  3.5.1    In the year 1998 and thereafter in every fifth year
                           of the Term and in the last three months of the Term
                           howsoever determined (but not more often than once in
                           any twelve month period) to decorate the inside of
                           the Buildings with sufficient coats of good


                                       8
<PAGE>   53
                           quality paint or good quality polish and with paper
                           for those parts normally papered or other suitable
                           and appropriate materials of good quality in a
                           workmanlike manner such decorations in the last three
                           months of the Term to be executed in such colours
                           patterns and materials as the Landlord may reasonably
                           and properly require.

                  3.5.2    In the year 1996 and thereafter in every third year
                           of the Term (but not more often than once in any
                           twelve month period) and also in the last three
                           months of the Term howsoever determined to decorate
                           the exterior of the Buildings with sufficient coats
                           of good quality paint or good quality polish or other
                           suitable material of good quality in a proper and
                           workmanlike manner.

                  3.5.3    Not without the consent of the Landlord to alter
                           cover up or change any part of the architectural
                           decorations or the external colour of the Buildings
                           such consent not to be unreasonably withheld or
                           delayed and for the avoidance of doubt the Landlord's
                           consent shall not be deemed to be unreasonably
                           withheld in circumstances where the Landlord objects
                           to any such works on the ground that the same would
                           be detrimental to the overall appearance of the Site
                           and any buildings thereon


         3.6      Landlord's right of inspection and right of repair

                  3.6.1    To permit the Landlord and its servants or agents at
                           all reasonable times on reasonable notice in writing
                           to enter into inspect and view the Buildings and
                           examine their condition and also to take a schedule
                           of fixtures in the Buildings.

                  3.6.2    If any breach of covenant defects disrepair removal
                           of fixtures or unauthorised alterations or additions
                           shall be found upon such inspection for which the
                           Tenant is liable then upon notice by the Landlord to
                           the Tenant to commence to execute and diligently
                           progress all repairs works replacements or removals
                           required within two months (or sooner if necessary)
                           after the receipt of such notice to the reasonable
                           satisfaction of the Landlord or its Surveyor.

                  3.6.3    In case of default it shall be lawful for workmen or
                           agents of the Landlord to enter into the Buildings or
                           any part of the Demised Premises and execute such
                           repairs works replacements or removals.

                  3.6.4    To pay to the Landlord on demand all reasonable and
                           necessary expenses properly so incurred with



                                        9
<PAGE>   54
                           Interest from the date of expenditure until the date
                           they are paid by the Tenant to the Landlord (such
                           expenses and Interest to be recoverable as if they
                           were rent in arrear).

         3.7      Yield up in repair at the end of the Term

At the expiration or earlier determination of the Term or at such later time as
the Landlord recovers possession of the Demised Premises from the Tenant:

                  3.7.1    quietly to yield up the Demised Premises (together
                           with all additions and improvements to the Demised
                           Premises and all fixtures which during the Term may
                           be fixed or fastened to or upon the Demised Premises
                           other than tenant's fixtures removable by the
                           Tenant) decorated repaired cleaned and kept in
                           accordance with the Tenant's covenants contained in
                           this Lease (damage by Insured Risks excepted unless
                           and to the extent that the policies of insurance in
                           respect of Insured Risks effected by the Landlord are
                           vitiated or the policy monies are withheld by reason
                           of any act or omission of the Tenant its employees or
                           agents);

                  3.7.2    if so requested by the Landlord to remove from the
                           Buildings and every part of the Demised Premises all
                           the Tenant's belongings - that is to say trade
                           fixtures and fittings and all notices notice boards
                           and signs bearing the name of or otherwise relating
                           to the Tenant (including in this context any persons
                           deriving title to the Demised Premises under the
                           Tenant) or its business; and

                  3.7.3    to make good to the reasonable satisfaction of the
                           Landlord all damage to the Demised Premises and the
                           Site resulting from the removal of the Tenant's
                           belongings from the Demised Premises.

         3.8  Landlord's right of entry for repairs etc

                  3.8.1    To permit the Landlord and the agents workmen and
                           others employed by the Landlord or by the other
                           owners tenants or occupiers of any adjoining Unit at
                           reasonable times after giving to the Tenant
                           reasonable written notice (except in an emergency) to
                           enter upon the Demised Premises:

                           3.8.1.1   to alter maintain or repair any adjoining
                                     Unit or


                                       10
<PAGE>   55
                           3.8.1.2   to construct alter maintain repair or fix
                                     any thing or additional thing serving any
                                     part of the Retained Land and running
                                     through or on the Demise Premises; or

                           3.8.1.3   to comply with an obligation contained in
                                     the Superior Lease or with an obligation to
                                     any third party having legal rights over
                                     the Site and the Demised Premises; or

                           3.8.1.4   in exercise of a right or to comply with an
                                     obligation of repair maintenance or renewal
                                     under this Lease;

                           PROVIDED ALWAYS that in the exercise of such rights
                           the Landlord will cause the minimum practical
                           inconvenience and disturbance to the Tenant and will
                           make good any consequential damage to the Tenant's
                           reasonable satisfaction as soon as practicable
                           thereafter


         3.9      Alterations

                  3.9.1    Not to make any alterations or additions to or
                           affecting the structure or exterior or the Buildings
                           or the appearance of the Buildings as seen from the
                           exterior.

                  3.9.2    Not without the consent of the Landlord to make any
                           other alterations or additions to the Buildings (but
                           the erection alteration or removal by the Tenant of
                           internal demountable partitioning and non structural
                           internal alterations are authorised without such
                           consent in any event so long as plans of the
                           partitions and any such internal alterations (or
                           full written details thereof) are forthwith
                           deposited with the Landlord).

                  3.9.3    Not without the Landlord's consent to install or
                           erect any exterior lighting shade canopy or awning
                           or other structure in front of or elsewhere outside
                           the Buildings or on the Demised Premises.

                  3.9.4    Not without the consent of the Landlord to alter or
                           change in any way the design or layout of the
                           Demised Landscaping Area

                  3.9.5    At the expiration or earlier determination of the
                           Term if and to the extent required by the Landlord
                           to reinstate the Buildings to the same condition as
                           they were in at the grant of this Lease such
                           reinstatement to be carried out under the supervision
                           and to the reasonable satisfaction of




                                       11
<PAGE>   56

                   the Landlord or the Landlord's professionally qualified
                   Surveyor.

        3.9.6      To procure that any alterations or additions to the
                   Buildings permitted by the Landlord under clause 3.9.2 shall
                   be carried out only by a professional and reputable
                   contractor.

    3.10  Alienation

        3.10.1     Not to assign or charge or underlet part only of the Demised
                   Premises.

        3.10.2     Not to assign or charge the whole nor underlet the whole of
                   the Demised Premises without the consent of the Landlord
                   (such consent not to be unreasonably withheld or delayed)
                   PROVIDED THAT as a condition of any such consent the Tenant
                   shall if so requested by the Landlord rebuild at the
                   Tenant's own expense a dividing wall between the Buildings
                   and the neighbouring Unit E2 to the Landlord's reasonable
                   specification and to the reasonable satisfaction of the
                   Landlord and the Tenant agrees that any such requirement
                   shall be reasonable in the circumstances of this Lease.

        3.10.3     Not otherwise than by assignment or underletting permitted
                   under the following provisions of this clause 3.10 to:

           3.10.3.1   part with or share possession or occupation of the whole
                      or any part of the Demised Premises; or

           3.10.3.2   grant to third parties any rights over the Demised
                      Premises.

        3.10.4     Upon any assignment to obtain (if the Landlord shall
                   reasonably require) a maximum of two guarantors acceptable
                   to the Landlord for any assignee and to obtain a direct
                   covenant by the assignee with the Landlord to observe and
                   perform the covenants and conditions on the part of the
                   Tenant contained in this Lease throughout the residue of the
                   Term in such form as the Landlord shall reasonably require
                   and a direct covenant by such guarantors on terms reasonably
                   acceptable to the Landlord.



                                       12

<PAGE>   57


         3.10.5   Upon the grant of any underlease to obtain covenants on the
                  part of the underlessee direct with the Landlord in such form
                  as the Landlord shall reasonably require that the underlessee
                  will:

           3.10.5.1    not assign underlet or charge part only of the premises
                       sub-demised;

           3.10.5.2    not part with or share possession or occupation of the
                       whole or any part of the premises sub-demised nor grant
                       to third parties rights over them otherwise than by a
                       permitted assignment or underletting;

           3.10.5.3    not assign charge or underlet the whole of the premises
                       sub-demised without obtaining the previous consent of
                       the Landlord under this Lease (such consent not to be
                       unreasonably withheld or delayed);

           3.10.5.4    provide for the inclusion in any sub-underleases granted
                       out of such underlease (whether immediate or mediate) of
                       covenants to the same effect as those contained in these
                       clauses 3.10.5 and 3.10.6.


         3.10.6   Upon the grant of any underlease:

           3.10.6.1    to include provisions for the revision of the rent
                       reserved by the underlease in an upward only direction
                       to correspond in time with the provisions for the
                       revision of rent contained in this Lease;

           3.10.6.2    not to reserve or take a premium or fine;

           3.10.6.3    not to underlet the Demised Premises otherwise than at
                       the market rent (as defined in Clause 6)

           3.10.6.4    to include such covenants on the part of the underlessee
                       as shall secure the due performance and observance of
                       the covenants on the part of the Tenant (other than in
                       respect of payment of rent) contained in this Lease.

           3.10.6.5    to include a covenant that underletting


                                       13




<PAGE>   58


                           shall not be permitted without the Landlord's consent
                           (meaning the Landlord as defined in this Lease)
                           unless such underletting shall be an Unsecured
                           Underletting

         3.10.7       The foregoing provisions of this clause 3.10 shall not
                      apply to any parting with possession or occupation or the
                      sharing of occupation or sub-division of the Demised
                      Premises to or with any member of a group of companies of
                      which the Tenant is itself a member upon the conditions
                      that:

              3.10.7.1     the interest in the Demised Premises so created shall
                           be no more than licence-at-will and shall not afford
                           exclusive possession; and

              3.10.7.2     the possession occupation or subdivision shall
                           forthwith be determined if the Tenant and the
                           relevant member shall cease for any reason whatsoever
                           to be members of the same group of companies; and for
                           this purpose two companies shall be taken to be
                           members of a group if and only if one is a subsidiary
                           of the other or both are subsidiaries of a third
                           company 'subsidiary' having the meaning assigned to
                           it by section 736 of the Companies Act 1985.

  3.11   Registration of dispositions of this Lease

Within one month after the execution of any disposition of this Lease or the
Demised Premises whether by assignment charge transfer or underlease or
assignment or surrender of any underlease or upon any transmission by reason
of a death or otherwise affecting the Demised Premises to produce to and leave
with the Solicitors for the time being of the Landlord the deed instrument or
other document of disposition (and in each case a certified copy for retention
by the Landlord) and on each occasion to pay to such Solicitors a registration
fee of L.20 and also any reasonable registration fee payable to the Superior
Landlord.

  3.12  Enforcement of underleases

         3.12.1       Not without the consent of the Landlord to vary the terms
                      or waive the benefit of any covenant on the part of a
                      sub-tenant or


                                       14



<PAGE>   59


                  condition contained in an underlease of the Demised Premises
                  where such variation would render the relevant underlease
                  inconsistent with the terms of this Lease.

         3.12.2   Not without the consent of the Landlord (not to be
                  unreasonably withheld or delayed) to accept a surrender of
                  any underlease of the Demised Premises.

         3.12.3   Diligently to enforce the covenants on the part of a
                  sub-tenant and the conditions contained in an underlease of
                  the Demised Premises and (if reasonably so required by the
                  Landlord) to exercise by way of enforcement the powers of
                  re-entry contained in the underlease.

         3.12.4   Not without the consent of the Landlord to accept any sum or
                  payment in kind by way of commutation of the rent payable by
                  a sub-tenant of the Demised Premises.

         3.12.5   Duly and punctually to exercise all rights to revise the rent
                  reserved by an underlease of the Demised Premises.

    3.13  User

         3.13.1   Not without the consent of the Landlord to use the Demised
                  Premises for purposes other than those uses specified in
                  Class B1, B2 and B8 of the Town & Country Planning (Use
                  Classes) Order 1987

         3.13.2   Nothing contained in this Lease shall imply or be treated as
                  a warranty to the effect that the use of the Demised Premises
                  for the purposes above mentioned is in compliance with all
                  Town Planning laws and regulations now or from time to time
                  in force.

    3.14  Restrictions affecting use of the demised premises

         3.14.1   Not without the consent of the Landlord to erect nor install
                  in the Buildings or any part of the Demised Premises any
                  engine furnace or machinery whether driven by steam oil or
                  electric energy or otherwise which causes noise fumes or
                  vibration which can be heard


                                       15

<PAGE>   60

                  smelled or felt outside the Demised Premises.

         3.14.2   Not to store in the Buildings or any part of the Demised
                  Premises any petrol or other specially inflammable explosive
                  or combustible substance.

         3.14.3   Not to use the Buildings or any part of the Demised Premises
                  for any noxious noisy or offensive trade or business nor for
                  any illegal or immoral act or purpose.

         3.14.4   Not to hold any sales by auction on the Buildings or any part
                  of Demised Premises.

         3.14.5   Not to hold in or on the Buildings or any part of the Demised
                  Premises any public exhibition public meeting or public
                  entertainment.

         3.14.6   Not to permit any vocal or instrumental music in the
                  Buildings or any part of the Demised Premises so that it can
                  be heard outside the Demised Premises.

         3.14.7   Not to permit livestock of any kind to be kept on the
                  Buildings or any part of the Demised Premises.

         3.14.8   Not to do in or upon the Buildings or any part of the Demised
                  Premises anything which may be or grow to be a nuisance
                  annoyance disturbance inconvenience or damage to the Landlord
                  or any owners tenants and occupiers of any other Units

         3.14.9   Not to load or use the floors walls ceilings or structure of
                  the Buildings in any manner which will cause strain damage or
                  interference with the structural parts loadbearing framework
                  roof foundations joists and external walls of the Buildings.

         3.14.10  Not to overload the electrical installation or Conducting
                  Media in the Buildings.

         3.14.11  Not to do or omit to do anything which interferes
                  with or which imposes an additional and dangerous loading on
                  any ventilation heating air conditioning or other plant or
                  machinery serving any other part of the Site


                                       16

<PAGE>   61
3.14.12  Not to do anything whereby any policy of insurance on including or in
         any way relating to the Demised Premises taken out by the Landlord may
         become void or voidable or whereby the rate of premium thereon may be
         increased but to provide one or more efficient fire extinguishers of a
         type approved by the relevant fire authority and to take such other
         precautions against fire as may be deemed reasonably necessary by the
         Landlord or its insurers.

3.14.13  Not to use the Demised Premises for the sale of wines spirits beers or
         any intoxicating liquor for consumption either on or off the Demised
         Premises.

3.14.14  Not to allow any person to sleep in the Demised Premises nor to use
         the Demised Premises for residential purposes.

3.14.15  Not at any time to place in the passages corridors staircases
         lavatories access ways and service areas serving or demised with the
         Demised Premises any goods mats trade empties rubbish pallets refuse
         skips or other obstruction.

3.14.16  Not to accumulate trade empties upon the Demised Premises and to
         arrange regular collections of refuse.

3.14.17  Not to place leave or install any articles merchandise goods or other
         things in front of or elsewhere outside the Buildings.

3.14.18  Not to permit the drains to be obstructed by oil grease or other
         deleterious matter but to keep the Demised Premises thoroughly cleaned
         and the drains serving the Demised Premises as often as may be
         necessary.

3.14.19  Not at any time to park or permit the parking of any vehicle
         whatsoever nor to deposit any materials of any kind on or otherwise
         obstruct the Common Parts or any part thereof.

3.14.20  Not to obstruct or in any way interfere with the access and rights of
         the owners and/or occupiers for the time being of any other Unit.

3.14.21  Not to use the Car Parking Spaces for any purposes other than the
         parking of no more than nine private motor vehicles.

                                       17
<PAGE>   62
                  3.14.22   To comply in all reasonable respects with the
                            Regulations

         3.15     Advertisements and signs

                  3.15.1   Not to place or display on the exterior of the
                           Buildings or on the windows or inside the Buildings
                           so as to be visible from the exterior of the
                           Buildings any name writing notice sign illuminated
                           sign display of lights placard poster sticker or
                           advertisement other than:

                           3.15.1.1   a suitable sign of a size and kind first
                                      approved by the Landlord or the Landlord's
                                      Surveyor showing the Tenant's name and
                                      trade such approval not to be unreasonably
                                      withheld or delayed

                           3.15.1.2   such other notices as the Landlord may in
                                      its reasonable discretion approve; and

                           3.15.1.3   the name of the Tenant sign written on the
                                      entrance doors of the premises in a style
                                      and manner approved by the Landlord or the
                                      Landlord's Surveyor such approval not to
                                      be unreasonably withheld or delayed

                  3.15.2   If any name writing notice sign placard poster
                           sticker of advertisement shall be placed or displayed
                           in breach of these provisions to permit the Landlord
                           to enter the Buildings and using reasonable care to
                           remove such name writing notice sign placard poster
                           sticker or advertisement and to pay to the Landlord
                           on demand the reasonable expenses properly incurred
                           of so doing.

         3.16     Loading and deliveries

                  3.16.1   At all times to keep the interior of the Buildings
                           where it is visible from the exterior of the Demised
                           Premises neatly laid out and furnished and to keep
                           any display windows or any showcases of the Buildings
                           clean and tidy;


                                       18
<PAGE>   63
                  3.16.2   Not to load or unload vehicles except in the areas
                           within the Demised Premises specially designated for
                           such purpose and also for such purpose to comply with
                           any reasonable additional Regulations of the Landlord
                           and the requirements (if any) of the local highway
                           authority

         3.17     Hours of user

                  3.17.1   The Tenant may use the premises during such hours and
                           on such days as it thinks fit save that the Landlord
                           acting reasonably shall be entitled to object to such
                           user in circumstances where there are security risks
                           in relation to the Demised Premises or any other unit
                           providing always that the Landlord hereby
                           acknowledges that the Demised Premises are let to the
                           Tenant as an independent self contained unit

         3.18     Compliance with statutes etc

                  3.18.1   Except where such liability may be expressly within
                           the Landlord's covenants contained in this Lease to
                           comply in all material respects with the provisions
                           of all statutes and instruments pursuant to them for
                           the time being in force and requirements of any
                           competent authority relating to the Demised Premises
                           or anything done in or upon them by the Tenant and to
                           indemnify the Landlord against all actions
                           proceedings claims or demands which may be brought or
                           made by reason of such statutes or requirements or
                           any default in compliance with them.

                  3.18.2   In particular but without prejudice to the generality
                           of clause 3.18.1:

                           3.18.2.1   to execute all works and do all things on
                                      or in respect of the Demised Premises
                                      which are required under the Offices Shops
                                      and Railway Premises Act 1963;

                           3.18.2.2   to comply with all requirements under any
                                      present or future Act of Parliament order
                                      bye-law or regulation as to the use or
                                      occupation of or otherwise concerning the
                                      Demised Premises;

                                       19
<PAGE>   64
                           3.18.2.3   to execute with all due diligence
                                      (commencing work within two months or
                                      sooner if necessary and then proceeding
                                      continuously) all works to the Demised
                                      Premises for which the Tenant is liable in
                                      accordance with this clause 3.18 and of
                                      which the Landlord has given written
                                      notice to the Tenant; and

                           3.18.2.4   if the Tenant shall not comply with clause
                                      3.18.2.3 to permit the Landlord to enter
                                      the Demised Premises to carry out such
                                      works and to pay to the Landlord on demand
                                      the reasonable expenses properly incurred
                                      of so doing (including surveyors' and
                                      other professional advisers' fees)
                                      together with Interest from the date of
                                      expenditure until payment by the Tenant to
                                      the Landlord (such monies to be
                                      recoverable as if they were rent in
                                      arrear).

         3.19     Planning permissions

                  3.19.1   Not without the consent in writing (such consent not
                           to be unreasonably withheld or delayed) of the
                           Landlord to make any application under the Town and
                           Country Planning Acts 1971-1991 to any local planning
                           authority for permission to change the use of the
                           Demised Premises.

                  3.19.2   To indemnify the Landlord against any development
                           charges other charges and expenses payable in respect
                           of such applications and to reimburse to the Landlord
                           the reasonable costs it may properly incur in
                           connection with such consent.

                  3.19.3   To pay to the Landlord on demand any sum or sums
                           which may become payable in consequence of the use of
                           the Demised Premises reverting to that existing prior
                           to such application being made.

                  3.19.4   Forthwith to give to the Landlord full particulars in
                           writing of the grant of planning permission.

                  3.19.5   Not to implement any planning permission if the
                           Landlord shall make reasonable objection to any of
                           the conditions subject to which it has been granted
                           where such conditions shall materially affect the
                           Landlord's interest in


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<PAGE>   65
                  the size

3.20     Compliance with town planning requirements

         3.20.1   To perform and observe all the provisions and requirements of
                  all statutes and regulations relating to town and country
                  planning in relation to the Demised Premises and to obtain
                  any development or other consent which may be requisite by
                  reason of the development of or on the Demised Premises by
                  the Tenant.

         3.20.2   To indemnify the Landlord from and against any loss or
                  expense suffered by the Landlord by reason of the Tenant's
                  failure to obtain any necessary development or other consents
                  as aforesaid.

         3.20.3   To give full particulars to the Landlord of any notice or
                  proposal for a notice or order or proposal for an order made
                  given or issued to the Tenant under or by virtue of any
                  statute or regulation relating to town and country planning
                  or otherwise within seven days of the receipt of any such by
                  the Tenant and if so required by the Landlord to produce such
                  notice or proposal for a notice or order to the Landlord.

         3.20.4   Forthwith to take all reasonable and necessary steps to
                  comply with any such notice or order.

         3.20.5   At the request and cost of the Landlord to make or join with
                  the Landlord in making such objections or representations
                  against or in respect of any proposal for such a notice or
                  order as the Landlord may reasonably deem expedient.

3.21     Claims made by third parties

To indemnify the Landlord against any claims proceedings or demands and the
costs and expenses so incurred which may be brought against the Landlord by any
employees workpeople agents or visitors of the Tenant in respect of any accident
loss or damage whatsoever to person or property howsoever caused or occurring in
or upon the Demised Premises save in the case of any action or default by the
Landlord or its servants or agents.


                                       21
<PAGE>   66
  3.22  Expenses of the landlord

To pay all expenses (including solicitors' costs surveyors' fees and bailiff's
fees) properly and reasonably incurred by the Landlord:

      3.22.1    incidental to the preparation and service of a Schedule of
                Dilapidations and/or a notice under sections 146 and 147 of the
                Law of Property Act 1925 (notwithstanding that forfeiture is
                avoided otherwise than by relief granted by the Court); and

      3.22.2    in connection with every application for any consent or approval
                made under this Lease whether or not such consent or approval
                shall be granted or given.

  3.23  Obstruction of windows or lights

      3.23.1    Not to stop up darken or obstruct any windows or lights
                belonging to the Demised Premises or any other buildings
                belonging to the Landlord on the Site nor permit any new window
                light opening doorway path passage drain or other restriction
                encroachment or easement to be made.

      3.23.2    Not to permit any easement to be made or acquired into against
                or upon the Demised Premises.

      3.23.3    Where any such window light opening doorway path passage drain
                or other restriction encroachment or easement shall be made or
                attempted to be made or acquired forthwith to give notice of the
                circumstances to the Landlord and at the request and cost of the
                Landlord to adopt such course as may be reasonably required or
                reasonably deemed proper by the Landlord for preventing any such
                restriction encroachment or the acquisition of any such
                easement.

  3.24  Cleaning and insurance of windows

      3.24.1    At all times to keep the glass in the windows of the Buildings
                clean.

      3.24.2    To keep the glass in the windows of the Buildings insured in a
                sum equal to the full


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<PAGE>   67
                           replacement cost against damage in a reputable office
                           determined by the Landlord in the joint names of the
                           Landlord and the Tenant.

                  3.24.3   Whenever reasonably required to produce to the
                           Landlord the policy and the receipt for the last
                           premium in respect of such insurance.

                  3.24.4   In case of the destruction of or damage to any plate
                           glass windows to lay out the monies received in
                           respect of such insurance in replacement with glass
                           of the same quality and thickness as before and in
                           case such monies shall be insufficient for such
                           purpose to make good the deficiency out of the
                           Tenant's own monies.

         3.25     Value added tax

                  3.25.1   To pay any value added tax lawfully imposed upon and
                           added to any fee charge cost or expense in respect of
                           goods and services supplied by or on behalf of the
                           Landlord in connection with this Lease upon receipt
                           of an appropriate Valued Added Tax invoice.

                  3.25.2   To indemnify the Landlord to the extent that input
                           (value added) tax for which the Landlord is liable to
                           third parties in respect of goods and services
                           supplied to the Landlord in connection with this
                           Lease is not recoverable by the Landlord by credit
                           against output (value added) tax or repayment to the
                           Landlord by the Commissioners of Customs and Excise.

         3.26     Notices 'to let' and 'for sale'

To allow the Landlord or its agents to enter on the Demised Premises at any time
upon giving the Tenant reasonable notice in writing

                  3.26.1   within six months next before the expiration or
                           earlier determination of the Term to fix upon the
                           Buildings a notice board for reletting the Demised
                           Premises but not by so doing obscure the Tenant's own
                           existing signs and name plates

                  3.26.2   to fix on some part of the Buildings a notice board
                           for the sale of the interest of the Landlord but the
                           proviso in clause 3.26.1



                                       23


<PAGE>   68
                           above shall equally apply

                  3.26.3   not to remove or obscure any such notice board; and

                  3.26.4   to permit all persons authorised by the Landlord or
                           its agents to view the Demised Premises at reasonable
                           hours without interruption in connection with any
                           such letting or sale.

         3.27     Superior Lease covenants

                  3.27.1   To observe and perform the obligations and
                           liabilities in so far as the same shall relate to or
                           affect the Demised Premises referred to in the
                           Superior Lease including any obligations to register
                           this Lease with the Superior Landlord except the
                           obligation thereunder to pay rent and other outgoings
                           and to indemnify and keep indemnified the Landlord
                           against any liability whatsoever arising out of the
                           breach non-observance or non-performance of such
                           obligations and liabilities save where the same would
                           amount to a derogation from the grant herein
                           contained.

                  3.27.2   Not to do any act matter or thing which would
                           constitute a breach non-observance or non-performance
                           of the covenants on the part of the tenant and the
                           conditions contained in the Superior Lease.

                  3.27.3   The Landlord acknowledges the right of the Tenant to
                           production of the Superior Lease (or a certified copy
                           of the Superior Lease).

4        Provisos

THE PARTIES AGREE to the following provisos:

         4.1      Proviso for re-entry

                  4.1.1    If

                           4.1.1.1  any or any part of the rents reserved by
                                    this Lease shall be unpaid for twenty one
                                    days after any of the days when they become
                                    due for payment (whether or not they shall
                                    have been lawfully demanded); or


                                       24
<PAGE>   69
                           4.1.1.2    the Tenant shall at any time fail or
                                      neglect to perform or observe any of the
                                      covenants conditions or agreements
                                      contained in this Lease to be performed
                                      or observed by the Tenant or shall allow
                                      any distress or execution to be levied on
                                      the Tenant's goods; or


                           4.1.1.3    an event of insolvency shall occur in
                                      relation to the Tenant or any guarantor of
                                      the Tenant then and in any such case it
                                      shall be lawful for the Landlord or any
                                      person or persons duly authorised by the
                                      Landlord for that purpose to re-enter the
                                      Demised Premises or any part of them in
                                      the name of the whole and peaceably to
                                      repossess and enjoy the Demised Premises
                                      as if this Lease had not been made.

                  4.1.2    Re-entry in exercise of the rights contained in
                           clause 4.1.1 shall be without prejudice to any right
                           of action or remedy of the Landlord or the Tenant in
                           respect of any antecedent breach of any of the
                           covenants contained in this Lease.

                  4.1.3    The expression 'an event of insolvency' in clause
                           4.1.1.3 includes (in relation to a company or other
                           corporation which is the Tenant or one of the Tenants
                           or a guarantor) entry into liquidation either
                           compulsory or voluntary (except for the purpose of
                           amalgamation or reconstruction), the passing of a
                           resolution for a creditor's winding up, the making of
                           a proposal to the company and its creditors for a
                           composition in satisfaction of its debts or a scheme
                           of arrangement of its affairs and the appointment of
                           a receiver or an administrative receiver, and (in
                           relation to an individual who is the Tenant or a
                           guarantor) having no reasonable prospect of being
                           able to pay his debts, the presentation of a
                           bankruptcy petition, the making of a proposal to his
                           creditors for a composition in satisfaction of his
                           debts or a scheme of an arrangement of his affairs
                           and the appointment of a receiver or interim
                           receiver, and in relation to the various events of
                           insolvency they shall wherever appropriate be
                           interpreted in accordance and conjunction with the
                           relevant provisions of the Insolvency Act 1986.

         4.2      Rent abatement in case of damage by insured risks

                  4.2.1    If the whole or any part of the Demised Premises
                           shall at any time be destroyed or damaged by any


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<PAGE>   70
                           of the Insured Risks so as to render the Demised
                           Premises unfit for occupation and use and the
                           policy or policies of insurance shall not have been
                           vitiated or payment of the policy monies withheld in
                           whole or in part in consequence of some act or
                           default of the Tenant his employees or agents then
                           the rents reserved by this Lease or a fair
                           proportion of them according to the nature and
                           extent of the damage sustained shall cease and be
                           suspended until the Demised Premises shall be
                           rendered fit for occupation and use again

                  4.2.2    Any dispute as to the amount or extent of such
                           cesser of rent shall be referred to the award of a
                           single arbitrator if the Landlord and the Tenant can
                           agree upon one and otherwise to an arbitrator
                           appointed at the request of either of them by the
                           President for the time being of the Royal
                           Institution of Chartered Surveyors and in either
                           case in accordance with the provisions of the
                           Arbitration Acts 1950-1979.

         4.3      Power for landlord to deal with the Retained Land

                  4.3.1    The Landlord may deal as it may think fit with the
                           Retained Land and erect or suffer to be erected on
                           such property any structures whatsoever whether or
                           not such structures shall affect or diminish the
                           light or air which may now or at any time be enjoyed
                           by the Tenant in respect of the Demised Premises but
                           not so as to materially interrupt or disturb the
                           Tenant's lawful use of the Demised Premises

         4.4      Arbitration of disputes between tenants

If any dispute or disagreement shall at any time arise between the Tenant and
any other tenants and occupiers of the Retained Land relating to the Conducting
Media serving the Demised Premises or any easements or privileges whatsoever
affecting or relating to the Demised Premises or any other part of the Site the
dispute or disagreement shall from time to time be settled and determined by
the Landlord to which determination the Tenant shall from time to time submit.

         4.5      Compensation for disturbance

Except to the extent that any statutory provision prohibits the Tenant's right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled on quitting the Demised Premises to claim from the Landlord any
compensation under the Landlord and Tenant Act 1954.



                                       26
<PAGE>   71
4.6      Removal of property after determination of term

         4.6.1 If at such time as the Tenant has vacated the Demised Premises
               after the determination of this Lease any property of the Tenant
               shall remain in or on the Demised Premises and the Tenant shall
               fail to remove the same within 28 days after being requested by
               the Landlord so to do by a notice to that effect then the
               Landlord may as the agent of the Tenant sell such property and
               shall then hold the proceeds of sale after deducting the
               reasonable costs and expenses of removal storage and sale
               properly incurred by it to the order of the Tenant.

4.7      Notices consents and approvals

         4.7.1 Any notice served under or in connection with this Lease shall be
               in writing and be properly served if compliance is made with the
               provisions of section 196 of the Law of Property Act 1925 (as
               amended by the Recorded Delivery Service Act 1962).

         4.7.2 Any consent or approval under this Lease shall be required to be
               obtained before the act or event to which it applies is carried
               out or done and shall be effective only when the consent or
               approval is given in writing.

4.8      Superior landlord

         4.8.1 The powers rights matters and discretions granted and reserved to
               the Landlord under this Lease shall also be granted and reserved
               to or exercisable by any Superior Landlord its servants agents or
               workmen to the extent required under the Superior Lease.

         4.8.2 If the Tenant shall do or propose to do any matter or thing for
               which the consent of the Superior Landlord shall be required the
               Tenant shall bear and indemnify the Landlord against the
               reasonable and proper cost of obtaining such consent together
               with all incidental surveyors' professional or other fees and
               disbursements.

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<PAGE>   72
                  4.8.3    The Landlord shall be entitled to withhold the
                           Landlord's consent in any matter where the Superior
                           Landlord's consent is required and the Landlord is
                           unable after having made all reasonable endeavours to
                           obtain it.

        4.9       Value Added Tax

                  4.9.1    Any monies (including rents) payable under this Lease
                           shall be exclusive of value added tax which (if any)
                           shall be payable in addition

5       Landlord's covenants

THE LANDLORD COVENANTS with the Tenant as follows:

        5.1       Quiet enjoyment

That the Tenant paying rents and performing the Tenant's covenants reserved by
and contained in this Lease may lawfully and peaceably enjoy the Demised
Premises throughout the Term without any lawful suit eviction or interruption by
the Landlord or by any person lawfully claiming through under or in trust for
the Landlord.

      5.2         Insurance

                  5.2.1    To keep insured at all times throughout the Term in
                           such a sum as shall represent the full reinstatement
                           value of the Demised Premises and all fixtures of an
                           insurable nature (other than those which the Tenant
                           is entitled to remove) against loss or damage by the
                           Insured Risks together with Architects' Surveyors'
                           and other requisite professional advisers' fees in
                           relation to the reinstatement of the Demised Premises
                           and three years' loss of rent in respect of the
                           Demised Premises.

                  5.2.2    Whenever the whole or any part of the Demised
                           Premises shall in consequence of the occurrence of
                           any of the Insured Risks be destroyed or damaged so
                           as to render the whole or part of the Demised
                           Premises unfit for occupation or use then with all
                           due diligence to apply the monies received for that
                           purpose by virtue of the policy of insurance effected
                           in accordance with clause 5.2.1 above (or

                                       28
<PAGE>   73
                           to require the monies to be laid out) towards the
                           rebuilding repairing and reinstating the Demised
                           Premises with all convenient speed.

                  5.2.3    The Landlord's obligation under this clause 5.2 shall
                           cease if and to the extent that the insurance shall
                           be vitiated or the policy monies withheld by any act
                           or default of the Tenant.

         5.3      Common Parts

                  5.3.1    To maintain and keep in good repair the Common Parts
                           and to use all reasonable endeavours to provide the
                           Services provided always that the Landlord will have
                           no liability to the Tenant

                           5.3.1.1.   for any failure to provide any Service
                                      during any period when the Tenant is in
                                      arrears with payment of any sums due under
                                      clauses 3.1 and 3.3 or any other monies
                                      due from the Tenant to the Landlord under
                                      this Lease

                           5.3.1.2.   for the interruption of any Service for
                                      reason of inspection maintenance repair or
                                      other works provided these are carried out
                                      with due diligence and in accordance with
                                      good estate management

                           5.3.1.3.   for the failure to provide any Service for
                                      reasons outside the control of the
                                      Landlord

                           5.3.1.4.   for the withdrawal of any Service if the
                                      Landlord reasonably considers it is no
                                      longer appropriate

         5.4.     The Demised Landscaping Area

                  5.4.1.   To maintain and keep in good repair the Demised
                           Landscaping Area and to renew and replace as and when
                           necessary all containers plants shrubs and trees on
                           the Demised Landscaping Area

         5.5.     Superior Lease obligations

                  5.5.1.   The Landlord shall pay the rent reserved by and
                           observe and perform the covenants on the


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<PAGE>   74
                           part of the tenant and the conditions contained in
                           the Superior Lease except in so far as the covenants
                           fall to be observed and performed by the Tenant by
                           reason of the obligations on the part of the Tenant
                           contained in this Lease.

         5.6      Enforce covenants

                  5.6.1    Upon reasonable written request and receipt of a
                           suitable indemnity from the Tenant (or the deposit
                           of adequate security) to use all reasonable
                           endeavours to enforce against the tenants of other
                           Units a covenant entered into by such Tenant a
                           breach of which will cause a nuisance to the Tenant
                           or otherwise materially interfere with the Tenant's
                           business

6        Rent review

         6.1      The review dates

The yearly rent payable under this Lease shall be reviewed on the expiration of
each consecutive period of five years of the Term (referred to in this clause 6
as 'the review date' and 'the relevant review date' shall be construed
accordingly) and as and from each review date the reviewed rent (agreed or
determined in accordance with the following provisions of this clause) shall
become payable in all respects as if it were the yearly rent reserved by this
Lease.

         6.2      Upward only rent reviews

The reviewed rent shall be the greater of:

                  6.2.1    the yearly rent payable under this Lease immediately
                           preceding the relevant review date; and

                  6.2.2    the market rent of the Demised Premises at the
                           relevant review date.

         6.3      The market rent

The expression 'the market rent' shall for the purposes of this Lease mean the
yearly rental value of the Demised Premises having regard to best rental values
reasonably



                                       30
<PAGE>   75



obtainable as between a willing landlord and a willing tenant for comparable
property at the relevant review date let without a premium for a term of either
10 years or the residue of the Term at the relevant review date whichever shall
be the greater and subject to the provisions to the same effect as those
contained in this Lease (other than the amount of rent but including these
provisions for rent review) but upon the assumption (if not the fact) that at
the relevant review date:

                  6.3.1    the Demised Premises are available to be let with
                           vacant possession

                  6.3.2    the Demised Premises are fit and ready for immediate
                           occupation and use;

                  6.3.3    no work has been carried out to the Demised Premises
                           by the Tenant or any predecessor-in-title of the
                           Tenant which has diminished the market rent;

                  6.3.4    in case the Demised Premises have been destroyed or
                           damaged they have been fully reinstated

                  6.3.5    the Demised Premises are in a state of full repair
                           and the covenants of the Tenant have been fully
                           observed and performed;

                  6.3.6    the Demised Premises may be lawfully used for any
                           purpose which is within those classes referred to in
                           clause 3.13.1

         6.4      Matters to be disregarded

In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:

                  6.4.1    the occupation of the Demised Premises by the Tenant
                           or any predecessor-in-title of the Tenant;

                  6.4.2    any goodwill attached to the Demised Premises by
                           reason of the carrying on at the Demised Premises of
                           the business of the Tenant or predecessors-in-title
                           of the Tenant to that business;

                  6.4.3    any improvements to the Demised Premises made by the
                           Tenant with the consent of the Landlord other than
                           those:

                           6.4.3.1  made in pursuance of an obligation to the
                                    Landlord (except obligations requiring


                                       31
<PAGE>   76
                           compliance with statutes or directions of local
                           authorities); or

                  6.4.3.2  completed by the Tenant and/or its
                           predecessors-in-title more than 21 years before the
                           relevant review date.

         6.5      Procedure for determination of market rent

                  6.5.1    The Landlord and the Tenant shall endeavour to agree
                           the market rent at any time not being earlier than 12
                           months before the relevant review date but if they
                           shall not have agreed the market rent three months
                           before the relevant review date the amount of the
                           market rent shall be determined by reference to the
                           arbitration of an arbitrator nominated by the
                           President for the time being of the Royal Institution
                           of Chartered Surveyors on the application either of
                           the Landlord or of the Tenant and the costs of the
                           arbitration shall be in the award of the arbitrator
                           whose decision shall be final and binding on the
                           parties hereto.

                  6.5.2    The reference to and award of the arbitrator shall be
                           in accordance with the Arbitration Acts 1950-1979.

                  6.5.3    The arbitrator to be nominated shall be a chartered
                           surveyor having experience of leasehold valuation of
                           property being put to the same or similar use as the
                           Demised Premises and of property in the same region
                           in which the Demised Premises are situated.

         6.6      Time limits

Time shall not be of the essence in agreeing or determining the reviewed rent
or in appointing an arbitrator.

         6.7      Rental adjustments

If the market rent shall not have been agreed or determined in accordance with
the provisions of this clause before the relevant review date then until the
market rent shall have been so agreed or determined the Tenant shall continue
to pay on account rent at the rate of yearly rent payable immediately before
the relevant review date and when the market rent shall have been agreed or
determined the Tenant shall forthwith pay

                                       32

<PAGE>   77

to the Landlord all arrears of the reviewed rent which shall have accrued
together with interest calculated as being 3% per cent below the rate of
Interest specified herein upon the arrears in respect of the period commencing
on the relevant review date and ending with the payment of the arrears by the
Tenant to the Landlord.

     6.8  Memorandum of rent review

The parties shall cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease as appropriate.

     7.   Guarantee Provisions

     7.1  The Surety guarantees to the Landlord that the Tenant will pay the
rents reserved by and perform and observe all the covenants and stipulations on
the Tenant's part contained in this Lease throughout the Term

     7.2  The Surety shall not be released from liability under these
provisions by reason of any forbearance the granting of time or any other
indulgence on the part of the Landlord (including but without prejudice to the
generality of the foregoing) any granting or extension of time under or varying
the procedure set out in clause 6.5

     7.3  If a liquidator or trustee in bankruptcy of the Tenant shall disclaim
this Lease the Surety will if the Landlord shall by notice within three months
after such disclaimer so require take from the Landlord a Lease of the Demised
Premises for a term commensurate with the residue of the Term which would have
remained had there been no disclaimer at the same rents and subject to the same
covenants and conditions as are reserved by and contained in this Lease (with
the exception of this clause) such Lease to take effect from the date of the
disclaimer and in such case the Surety shall pay the costs of such new Lease
and execute and deliver to the Landlord a counterpart of the new Lease

     8    Legal fees

The Tenant shall forthwith pay the Landlord's Solicitors charges properly
incurred for the preparation of this Lease together with the stamp duty on the
counterpart thereof up to a maximum sum of L.900, plus Value Added Tax.


                                       33
<PAGE>   78
         9.    Tenant's rights to terminate

         9.1   Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_______________) serve a notice upon the Landlord to terminate the Term on
(_______________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(_______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.1.

         9.2   Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_______________) serve a notice upon the Landlord to terminate the Term on
(_______________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(_______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.2.

         9.3   The Tenant shall only be entitled to terminate this Lease under
the provisions of clause 9.1 or 9.2 if on or before the relevant termination
date it shall have paid to the Landlord by way of cleared funds a sum
equivalent to one quarter's rent then prevailing under this Lease plus Value
Added Tax thereon and for the avoidance of doubt such payment shall be in
addition to any other payments due under this Lease.

         9.4   In the event that the Tenant exercises its right to terminate
this Lease under the provisions either of clause 9.1 or clause 9.2 and if the
Landlord so requires the Tenant shall rebuild at the Tenant's own expense a
dividing wall between the Buildings and the neighbouring Unit E2 to the
Landlord's reasonable specification and to the reasonable satisfaction of the
Landlord.

                                       34
<PAGE>   79
                                   SCHEDULE 1

Matters in respect of which the Tenant is to have the benefit (subject always
to compliance with the Regulations)

1.   The right in common with the Landlord and all others similarly entitled to
     pass and repass at all times and for all purposes connected with the use
     and enjoyment of the Demised Premises with or without vehicles over the
     estate roads and accessways within the Common Parts provided always that
     the relevant accessways shall be used only for the purpose of obtaining
     access to and agrees from the Car Parking Spaces and the Demised Premises

2.   The right in common with the Landlord and all others similarly entitled to
     pass and repass at all times and for all purposes connected with the use
     and enjoyment of the Demised Premises on foot only along the pavements
     forming part of the Common Parts

3.   The right of free passage of water steam soil air gas electricity and
     telephone communications from and to any part of the Demised Premises
     through the Conducting Media commonly used for those purposes which are now
     or may in the future during the period of 80 years after the date of this
     Lease be in upon or under the Retained Land

4.   With the consent of the Landlord the right to enter the Retained Land with
     or without agents workmen and others and with or without necessary
     appliances and materials at all times for the purposes of maintaining
     repairing and cleansing the Demised Premises causing as little damage and
     disturbance as possible and making compensation to any owner or occupier of
     any Adjoining Property for all damage that is done

5.   Those matters referred to in the Superior Lease in so far as they relate to
     or in any way affect the Demised Premises

6.   The right of support from the adjacent premises E2

                                   SCHEDULE 2

     Exceptions and Reservations in favour of the Landlord.


                                       35
<PAGE>   80
1.       The right of free passage of water steam soil air gas electricity and
         telephone communications from and to the Retained Land through the
         Conducting Media commonly used for those purposes which are now or may
         in the future during the period of 80 years after the date of this
         Lease be in upon or under the Demised Premises.

2.       With the consent of the Tenant (not to be unreasonably withheld) the
         right to enter the Demised Premises with or without agents workmen and
         others and with or without necessary appliances and materials at
         reasonable times for the purposes of connecting into the Conducting
         Media and the services referred to in paragraph 1 of this schedule and
         also for the purposes of repairing maintaining testing cleansing and
         if necessary renewing such services causing as little damage and
         disturbance as possible to the Tenant and making compensation for all
         damage that is done.

3.       The right of the Landlord its workmen or agents at all reasonable
         times to enter upon such part of the Demised Premises as shall enable
         it to perform its obligations under clause 5.4. in relation to the
         Demised Landscaping Area.


                                   SCHEDULE 3

                                  The Services

In this Schedule the Services are those services appropriate to the management
and maintenance of the Common Parts in accordance with the highest standards of
estate management including but not limited to the following:

1.       Lighting (including if appropriate improvement replacement and renewal
         thereof), cleaning, draining, repairing and maintaining in good
         condition free from rubbish and litter and from time to time
         resurfacing reconstructing renewing or rebuilding all estate roads,
         accessways, footpaths, walkways, paved areas, lawns and trees and
         landscaped areas.

2.       Cleaning, repairing and maintaining in good working condition and from
         time to time renewing the Conducting Media.

3.       Paying any outgoings properly payable by the Landlord in respect of the
         Common Parts including general and water rates charges and assessments
         for electricity and gas telephone and public or statutory utilities
         payable in respect of the Common Parts and also including any

                                       36


<PAGE>   81
         outgoings (including rent) payable in respect of the Landlord's site
         office and any accommodation provided by the Landlord for its staff

4.       Providing and renewing (if and to the extent that the Landlord
         reasonably considers it appropriate) security fire fighting and
         prevention apparatus for the better use and enjoyment of the Common
         Parts and its facilities

5.       Retaining (to the extent that the Landlord acting reasonably considers
         it appropriate) managing agents and professional advisers

6.       Employing staff if the same shall be reasonably necessary in connection
         with the proper performance of the Landlord's obligations under this
         Lease and the provision of the Services and all other incidental
         expenditure in relation to such employment including but without
         prejudice to the generality of the foregoing the payment of the
         statutory and other insurance health pension welfare and other payments
         contributions and premiums that the Landlord may in its absolute
         discretion deem desirable or necessary and the reasonable cost of the
         provision of uniforms working clothes tools appliances cleaning and
         other material and equipment for the proper performance of their duties

7.       Where reasonably necessary providing and maintaining accommodation for
         such staff employed full time or part time in connection with the
         Services as the Landlord may from time to time at its discretion
         determine

8.       Paying proper fees charges expenses and commissions payable to any
         solicitor accountant surveyor valuer architect engineer quantity
         surveyor and managing agent which the Landlord may from time to time
         employ in connection with the management and administration (including
         rent collection) repair and maintenance of the Common Parts

9.       Regulating and controlling the movement of vehicles upon the Common
         Parts

10.      Complying with any statutory requirements relating to the Common Parts
         not the responsibility of the Tenant

11.      Providing such other things in the nature of the Services as shall be
         reasonable and for the benefit of the Tenant and the other occupiers of
         the Site and as the Landlord shall reasonably consider necessary or
         desirable to maintain the standard of the Common Parts

12.      Paying VAT on the cost of any of the Services provided (but giving due
         credit for recoverable VAT as herein provided)




                                       37



<PAGE>   82
13.      Maintaining appropriate insurance in respect of the Landlord's
         employers third party occupiers and public liability in connection with
         the Common Parts

14.      Modernising maintaining renewing or replacing plant and machinery (if
         any) when reasonably necessary in the Common Parts

15.      Providing (if the Landlord deems it necessary) security for the Site
         and traffic patrols

16.      Providing maintaining and renewing plants shrubs trees and flowers in
         the Common Parts

17.      Employing landscape gardeners (if the Landlord deems it appropriate) to
         maintain all landscaping areas within the Common Parts

18.      Maintaining repairing and renewing all fences and boundaries on the
         Site

                                   SCHEDULE 4

                               The Service Charge

1.       The Service Charge in respect of which the Tenant is to contribute
         under clause 3.3.2 (subject to the proviso hereinafter contained) means
         the aggregate of the following costs:

         1.1.     all rates taxes charges assessments and outgoings properly
                  payable in respect of all or any part of the Common Parts or
                  in respect of the Site as a whole (as distinct from any one or
                  more unit)

         1.2.     the reasonable and proper cost of employing or arranging for
                  the employment of staff to provide the Services such cost to
                  include all incidental expenditure such as (without prejudice
                  to the generality of the foregoing) that relating to insurance
                  pension and welfare contributions the provision of clothing
                  the provision of tools and equipment the provision of
                  accommodation (and where such accommodation is provided on the
                  Site a notional rent therefor not exceeding such figure as the
                  Landlord is from time to time advised by a duly qualified
                  surveyor represents its open market rent)

         1.3.     The proper cost of providing maintaining and renewing such
                  equipment materials and supplies as are from time to time
                  required in order to provide

                                       38
<PAGE>   83
           the Services

     1.4   The cost of all maintenance contracts properly entered into in
           relation to the provision of the Services

     1.5   The reasonable cost to the Landlord of complying with or contesting
           the requirements or proposals of any Authority in so far as they
           relate to the Site (as distinct from any particular Unit or Units)

     1.6   The proper fees of managing agents retained by the Landlord in
           relation to the management of the Site the provision of he Services
           and the collection of the Service Charge due from tenants and
           occupiers of the Site (or where any such task is carried out by the
           Landlord a reasonable charge for the Landlord in relation thereto)


     1.7   The proper cost of preparing and auditing Service Charge accounts
           (whether carried out by the Landlord or by the Landlord's agents or
           accountants)


     1.8   The proper cost of obtaining such professional advice as may from
           time to time be required in relation to the management of the Common
           Parts and the provision of Services


     1.9   VAT (or other tax) where chargeable on any part of the Service Charge
           to the extent that it cannot be recovered by the Landlord

     1.10. All other proper costs charges expenses and outgoings incurred or
           incidental to the provision of the Services

     1.11. Such provision for anticipated future expenditure in relation to the
           Services as may in the Landlord's reasonable opinion be appropriate


     PROVIDED THAT the cost of any remedial works necessary at the Site in
     relation to defective service water drainage and damage caused by
     sub-terranean streams and in connection with any methane gas escape or
     buildup will not be recoverable from the Tenant under the provisions of
     this Schedule or otherwise.

2.   Payment of the Service Charge

     For the purpose of this clause the following words and expressions shall
where the context so admits be deemed to have the following meanings


                                       39
<PAGE>   84
     "Account Date" means the 30th June in each year or such other date in each
     year as the Landlord may reasonably stipulate

     "Account Period" means the period from and excluding one Account Date up to
     and including the next Account Date

     "Total Charge" means the total Service Charge for an Account Period

     "Service Charge" means the due proportion of the Total Charge payable by
     the Tenant under the provisions of clause 3.3.2 of this Lease

     "Estimated Service Charge" means the payment on account of the Service
     Charge

     "Account Statement" means a statement certified by a duly qualified
     surveyor or accountant (and in the absence of manifest error to be accepted
     by the Tenant as conclusive) showing a) the Total Charge for the relevant
     Account Period b) the Service Charge c) details of all Estimated Service
     Charge received in respect of the relevant Account Period and d) any
     balance of Service Charge due from the Tenant or refund due to the Tenant

3.   The Tenant hereby covenants to pay to the Landlord by way of equal
     instalments in advance on each quarter day during the Term and
     proportionately for less than an Account Period (the first payment or
     proportionate payment to be made on the date hereof) an Estimated Service
     Charge of such sum as the Landlord may reasonably demand having regard to
     the actual and anticipated Service Charge

4.   As soon as practicable after an Account Date the Landlord shall submit to
     the Tenant an Account Statement for the Account Period ending on that
     Account Date and

     4.1. if the Account Statement shows that a balance of Service Charge is
          due from the Tenant the Tenant shall pay such balance to the Landlord
          within 14 days of receipt of the Account Statement

     4.2  if the Account Statement shows that a refund is due to the Tenant
          such refund shall during the Term be set off against a future Service
          Charge payment and following the determination of the Term be set off
          against any other monies due from the Tenant to the Landlord and the
          balance (if any) paid to the Tenant

                                       40
<PAGE>   85
DATED                                                                       1993

                          BAKMAT DEVELOPMENTS LIMITED

                                      -to-

                             UNIFORM TUBES (EUROPE)



                               COUNTERPART LEASE

relating to Unit E3, Brookside Business Park, Chadderton, Oldham and associated
car parking spaces




                                        Jones, Maidment, Wilson,
                                        5, Byrom Street,
                                        Manchester M3 4PF

                                        PG/LB
<PAGE>   86
                                   SCHEDULE 5

                                The Regulations

1.   Such rules and regulations as the Landlord in its absolute discretion shall
     deem appropriate for the purposes of governing and controlling traffic on
     the estate roads and accessways within the Common Parts

2.   No obstruction must be caused on or within any part of the Common Parts

3.   Refuse is to be kept in containers specifically approved by the Landlord
     and removed at regular intervals

4.   Due precaution shall be taken to avoid water freezing in any of the
     Conducting Media within the Demised Premises

5.   Fire escape doors are not to be obstructed nor used except in cases of
     emergency

6.   The Demised Premises are to be secured against intrusion when not in use


Executed as a deed for and on
behalf of UNIFORM TUBES (EUROPE)
in the presence of:




Executed as a deed for and on
behalf of UTI CORPORATION in the
presence of:


                                       /s/ CORNELIUS VERBOUG
                                       -------------------------------
                                             VP Finance
                                          Cornelius Verboug

Subscribed and affirmed
before me this 18th
day of July 1993,
/s/ CHARLOTTE E. JAY
Pottstown, PA, USA

         Notarial Seal
Charlotte E. Jay, Notary Public
Trappa Boro, Montgomery County
My Commission expires [ILLEGIBLE]

                                       41