<PAGE>   1
                                                                EXHIBIT 10.27.1

                               DATED 30 JUNE 2000

                      INDUSTRIAL PROPERTY INVESTMENT FUND

                              UNIFORM TUBES-EUROPE




                                     LEASE

                                       OF

                       UNIT E1, BROOKSIDE BUSINESS PARK,
                             GREENGATE, CHADDERTON




                                                              [MACFARLANES LOGO]
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                                    CONTENTS

<TABLE>
<CAPTION>

CLAUSE                                                           PAGE
<S>                                                              <C>
         1        Definitions and interpretation                   1
         2        Demise                                           6
         3        Rents                                            6
         4        Tenant's covenants                               8
         5        Landlord's covenants                            20
         6        Insurance                                       20
         7        General provisions                              24
         8        Surety                                          26


SCHEDULES

         1        The Premises
         2        Rights Granted
         3        Rights excepted and reserved
         4        Incumbrances
         5        Rent Review
         6        Service Charge
         7        Surety
</TABLE>
<PAGE>   3
                                    SUMMARY


Premises                   :        Unit E1, Brookside Business Park, Greengate,
                                    Chadderton

Landlord                   :        Industrial Property Investment Fund

Tenant                     :        Uniform Tubes-Europe

Date of lease              :        30 June 2000

Term                       :        A term of years commencing on the Term
                                    Commencement Date and expiring 23 July 2018

Term Commencement Date     :        30 June 2000

Initial rent               :        Fifteen Thousand Pounds (L.15,000)

Rent Commencement Date     :        30 July 2000

Review Dates:              :        24 July in the years 2003, 2008 and 2013

Permitted Use              :        uses within Classes B1(c), B2 or B8 of the
                                    Schedule to the Town and Country Planning
                                    (Use Classes) Order 1987 (as enacted at the
                                    date of this Lease).
<PAGE>   4
[STAMP]
                                     LEASE

DATE     30 June 2000

PARTIES


1        INDUSTRIAL PROPERTY INVESTMENT FUND ACTING BY ITS GENERAL PARTNER LEGAL
         & GENERAL PROPERTY PARTNERS (INDUSTRIAL FUND) LIMITED (Registered No.
         03431928) having its registered office at Temple Court, 11 Queen
         Victoria Street, London EC4N 4TP ("the Landlord").

2        UNIFORM TUBES-EUROPE (Registered No. FC017476) of Unit E3 Brookside
         Business Park, Greengate, Chedderton, Manchester M24 1GS ("the
         Tenant").


THIS DEED WITNESSES


1        DEFINITIONS AND INTERPRETATION

         1.1      In this Lease and in the Schedules the following words and
                  expressions shall have the following meanings unless the
                  context requires otherwise:-

                  THE 1954 ACT: the Landlord and Tenant Act 1954;

                  THE 1995 ACT: the Landlord and Tenant (Covenants) Act 1995;

                  THE CAR PARKING SPACES: the car parking spaces shown edged red
                  and coloured brown on the Plan;

                  THE COMMON PARTS: any part or parts of the Estate available
                  for use in common by the Landlord and all other
                  owners/occupiers of the units on the Estate including (without
                  prejudice to the generality of the foregoing) roads, hard
                  standing, parking and landscaped areas, footpaths, lighting
                  equipment, Conducting Media and signs;

                  THE CONDUCTING MEDIA: any existing or future media for the
                  passages of substances

<PAGE>   5


                  or energy and any ancillary apparatus attached to them and any
                  enclosure for them not exclusively serving any premises
                  demised or to be demised to other owners/occupiers of the
                  units on the Estate;

                  THE ESTATE: the land situate at Brookside Business Park,
                  Greengate, Chadderton shown edged blue on the Plan;

                  THE INDEPENDENT SURVEYOR: a surveyor appointed by agreement
                  between the parties or, in the absence of agreement, appointed
                  on the request of either party by the President for the time
                  being of the Royal Institution of Chartered Surveyors;

                  THE INSURED RISKS: fire, storm, tempest, flood, earthquake,
                  lightning, explosion, impact, aircraft (other than hostile
                  aircraft) and other aerial devices and articles dropped from
                  them, riot, civil commotion, malicious damage, subsidence,
                  terrorism and bursting or overflowing of watertanks, apparatus
                  and pipes (but excluding any risks in respect of which from
                  time to time insurance is not available in the normal market
                  at a reasonable premium);

                  THE LANDLORD: the party so described at the head of this Lease
                  and, where the context so admits, the person for the time
                  being entitled to the reversion immediately expectant on the
                  determination of the Term;

                  OUTGOINGS: all existing and future rates, taxes, duties,
                  charges, assessments, charges for gas, electricity, telephone
                  and other services and outgoings whatsoever (whether or not of
                  a capital or non-recurring nature);

                  THE PERMITTED USE: the permitted use specified in the summary;

                  THE PLANNING LEGISLATION: the Town and Country Planning Act
                  1990, the Planning (Listed Buildings and Conservation Areas)
                  Act 1990, the Planning (Hazardous Substances) Act 1990, the
                  Planning (Consequential Provisions) Act 1990 and the Planning
                  and Compensation Act 1991;

                  THE PREMISES: the property demised by this Lease and described
                  in Schedule 1;



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                  THE PRESCRIBED RATE: the rate of 3 per cent per annum above
                  the base rate of The Royal Bank of Scotland plc;

                  THE PRESIDENT: the President for the time being of the Royal
                  Institution of Chartered Surveyors;

                  RENTS: the rents reserved by Clause 3;

                  THE RENT COMMENCEMENT DATE: the date specified in the summary;

                  REVIEW DATE: the dates specified in the summary;

                  THE SERVICE CHARGE: the total cost to the Landlord in any
                  Service Charge Year of the items specified in Part 3 of
                  Schedule 6;

                  THE SERVICE CHARGE PERCENTAGE: such percentage as shall be
                  determined in accordance with paragraph 4 of Part 1 of
                  Schedule 6;

                  THE SERVICE CHARGE RENT: the Service Charge Percentage of the
                  Service Charge;

                  SERVICE CHARGE YEAR: a calendar year expiring an 31 December
                  or on such other date as shall from time to time be advised to
                  the Tenant in writing;

                  THE TENANT: the party so described at the head of this Lease
                  and, where the context so admits, its successors in title;

                  THE TERM: the term specified in the summary and shall include
                  any extension or continuation whether pursuant to statute or
                  otherwise;

                  VAT: value added tax;

                  THE YEARLY RENT: the rent reserved by Clause 3.1.




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         1.2      Words importing:-

                  1.2.1    the singular include the plural and vice versa;

                  1.2.2    one gender include all other genders.

         1.3      Unless the context requires otherwise, references:-

                  1.3.1    to persons include firms, companies and corporations
                           and vice versa; and

                  1.3.2    to a Schedule or Clause are references respectively
                           to a Schedule to or a Clause of this Lease.

         1.4      The summary (save as otherwise expressly provided), list of
                  contents and headings in this Lease are included for
                  convenience only and shall not affect its interpretation.

         1.5      Where any party to this Lease comprises two or more persons
                  any obligations on the part of that party contained or implied
                  in this Lease shall be deemed to be joint and several
                  obligations on the part of those persons and references to
                  that party shall include references to each or any of those
                  persons.

         1.6      A reference to:-

                  1.6.1    any statute or statutory section shall be taken to
                           include a reference to any statutory amendment,
                           modification or re-enactment of it for the time being
                           in force;

                  1.6.2    any statute or statutory section, or generally to
                           statutes or legislation, shall be taken to include
                           every instrument, order, direction, regulation,
                           bye-law, permission, licence, consent, condition,
                           scheme or other such matter made under or pursuant to
                           it or them.

         1.7      Any covenant by the Tenant not to do or omit to do any act or
                  thing shall include an obligation not to permit or suffer that
                  act or thing to be done or omitted to be done.



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<PAGE>   8

         1.8      References to any right of the Landlord to have access to or
                  entry upon the Premises shall be construed as extending to all
                  persons authorized by the Landlord, and as entitling the
                  Landlord and those persons to enter with or without plant or
                  equipment.

         1.9      While this Lease is an underlease or subservient to a superior
                  leasehold interest:-

                  1.9.1    where it is provided that the consent or approval of
                           the Landlord is required, there shall be implied a
                           requirement for the consent or approval of all
                           superior landlords, whose discretion in deciding
                           whether or not to give it shall be unfettered; and

                  1.9.2    any indemnity or reservation of a right in favour of
                           the Landlord shall also be deemed to be in favour of
                           all superior landlords.

         1.10     References to insurance moneys being irrecoverable shall be
                  construed as meaning moneys irrecoverable for any reason
                  whatever, including, without limitation, because any relevant
                  insurance policy has been vitiated or because it was not
                  practicable to effect such a policy.

         1.11     Unless the context requires otherwise, references to:-

                  1.11.1   "loss" shall be construed as including all
                           liabilities properly incurred, all damage and loss
                           suffered, all claims, demands, actions and
                           proceedings made or brought, and all proper costs,
                           disbursements and expenses incurred;

                  1.11.2   "breach" of any provision shall be construed as
                           including any failure to observe or perform the
                           provision in question;

                  1.11.3   "the termination of the Term" mean the termination of
                           the Term by surrender, forfeiture, effluxion of time
                           or by any other means whatever;

                  1.11.4   "a due proportion" mean a due and fair proportion
                           determined from time to time by the Landlord, whose
                           decision shall be final and binding on the Tenant in
                           the absence of manifest error;



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                  1.11.5   "any default of the Tenant" shall be construed as
                           including any act, default or omission of the Tenant
                           or of any undertenant or of any person on the
                           Premises with the express or implied consent of the
                           Tenant or any undertenant.

2        DEMISE

         2.1      TERM

                  The Landlord demises to the Tenant the Premises for the Term.

         2.2      RIGHTS GRANTED

                  The Landlord grants to the Tenant the rights set out in
                  Schedule 2, which are exercisable in common with the Landlord
                  and all others entitled to them.

         2.3      RIGHTS EXCEPTED AND RESERVED

                  The rights set out in Schedule 3 are excepted and reserved in
                  favour of the Landlord and all others authorized by the
                  Landlord.

         2.4      INCUMBRANCES

                  The tenancy created by this Lease is subject to the matters
                  referred to in Schedule 4 and the Tenant covenants to comply
                  with all obligations arising from those matters (save as to
                  payment of rents and so far only as the same relate to the
                  Premises).

3        RENTS

         The following rents are reserved and payable by the Tenant to the
         Landlord:-


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         3.1      YEARLY RENT

                  A yearly rent of:-

                  3.1.1    from and including the Rent Commencement Date until
                           the first Review Date Fifteen Thousand Pounds
                           (L.15,000); and then

                  3.1.2    from and including the first Review Date for the
                           remainder of the Term the revised yearly rent
                           ascertained in accordance with the provisions of
                           Schedule 5,

                           such yearly rent throughout the Term being payable
                           (if required, by bank standing order or credit
                           transfer to a bank account nominated by the Landlord)
                           by four equal instalments in advance on the usual
                           quarter days in every year, the first payment in
                           respect of the period commencing on and including the
                           Rent Commencement Date and ending on the day before
                           the following quarter day to be made on the Rent
                           Commencement Date.

         3.2      INSURANCE RENT

                  On demand, by way of further rent, an amount equal to the
                  costs and expenses (including insurance valuation fees) which
                  the Landlord from time to time properly incurs in effecting
                  and maintaining insurance pursuant to Clause 6.1.

         3.3      SERVICE CHARGE RENT

                  By way of further rent, the Service Charge Rent calculated and
                  payable in accordance with the provisions of Schedule 6, the
                  first payment of the Service Charge Rent in respect of the
                  period from the date of this Lease to the next ensuing quarter
                  day to be made on today's date.

         3.4      ADDITIONAL RENT

                  By way of further rent, interest and all other sums whatever
                  payable by the Tenant to the Landlord under the provisions of
                  this Lease.



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         3.5      VAT RENT

                  The VAT which from time to time is or may be chargeable on the
                  other rents reserved by this Lease.

4        TENANT'S COVENANTS

         The Tenant covenants with the Landlord to comply with the following
         obligations throughout the Term:-

         4.1      PAYMENT OF RENTS

                  The Tenant shall pay the Rents without any deduction, set-off
                  or counterclaim.

         4.2      INTEREST IN DEFAULT

                  Without prejudice to any other remedies of the Landlord, if
                  any payment of the Yearly Rent is made more than 7 days after
                  the due date for payment or any other sums payable by the
                  Tenant to the Landlord under the provisions of this Lease is
                  made more than 14 days after the due date for payment, the
                  Tenant shall pay to the Landlord on demand interest calculated
                  on a daily basis on the unpaid rents or other sums at the
                  Prescribed Rate in respect of the period from the due date
                  until the date when they are paid.

         4.3      OUTGOINGS

                  4.3.1    The Tenant shall pay and discharge all Outgoings
                           payable at any time in respect of the Premises or any
                           part of them.

                  4.3.2    The Tenant shall pay and discharge, or repay to the
                           Landlord on demand, a due proportion of any Outgoings
                           payable in respect of any property of which the
                           Premises form part.



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<PAGE>   12

                  4.3.3    The Tenant shall indemnify the Landlord against any
                           loss of void rate relief applicable to the Premises
                           after the termination of the Term as a result of
                           relief being allowed to the Tenant or any undertenant
                           or other permitted occupier in respect of any period
                           before the termination of the Term.

         4.4      VAT

                  The Tenant shall, in addition to any rents or other payments
                  payable to the Landlord pursuant to the provisions of this
                  Lease, upon receipt of a valid VAT invoice where applicable,
                  pay to the Landlord any VAT chargeable on those rents and
                  payments and on any payment by the Landlord which the Tenant
                  is required to reimburse to the Landlord, the Tenant
                  acknowledging that all such rents and other payments have
                  been computed on a VAT exclusive basis.

         4.5      REPAIRS, CLEANING AND DECORATION

                  4.5.1    The Tenant shall keep the Premises in good and
                           substantial repair and in a clean and tidy condition,
                           except where the damage is due to any of the Insured
                           Risks, (save to the extent that any insurance money
                           in respect of the damage is irrecoverable as a result
                           of any default of the Tenant).

                  4.5.2    The Tenant shall:-

                           4.5.2.1  in the year 2002 and thereafter in every
                                    third year of the Term, wash down and
                                    decorate the outside of the Premises;

                           4.5.2.2  in the year 2003 and thereafter in every
                                    fifth year of the Term, decorate the inside
                                    of the Premises; and

                           4.5.2.3  during the last year of the Term decorate
                                    both outside and inside;

                           in a good and workmanlike manner with good quality
                           materials and (in relation to the decorating carried
                           out pursuant to Clauses 4.5.2.1 and Clause 4.5.2.3)
                           in such colours as the Landlord may approve (such
                           approval not to be unreasonably withheld or delayed).



                                       9
<PAGE>   13

         4.6      LANDLORD'S RIGHTS OF ENTRY

                  The Tenant shall permit the Landlord at all reasonable times
                  and on reasonable notice of not less than 48 hours (except in
                  emergency) to enter (and if necessary, to break and enter) the
                  Premises:-

                  4.6.1    to examine and record the condition of the Premises;

                  4.6.2    to inspect and carry out works of construction,
                           replacement, addition, alteration, maintenance or
                           repair to adjacent or nearby property or to
                           Conducting Media serving the Premises or any adjacent
                           or nearby property;

                  4.6.3    for the purpose of valuing or disposing of any
                           interest of the Landlord or any superior landlord,
                           including without limitation in order to place a
                           notice for reletting or selling the Premises in such
                           position as the Landlord reasonably determines;

                  4.6.4    to exercise any of the rights excepted and reserved
                           by this Lease;

                  4.6.5    to remedy any breach of the Tenant's obligation in
                           this Lease;

                  4.6.6    to comply with its obligations under this Lease or
                           any superior leases, or for any other purpose
                           connected with the interest of the Landlord in the
                           Premises.

                           Provided that the Landlord shall cause as little
                           damage and disturbance as reasonably practicable, and
                           shall make good all damage caused to the Premises by
                           such entry as soon as practicable.

         4.7      LANDLORD'S RIGHT TO REMEDY BREACHES OF COVENANT

                  4.7.1    The Landlord may serve on the Tenant a notice
                           specifying any breaches of covenant or repairs for
                           which the Tenant is responsible under the terms of
                           this Lease and requiring the Tenant to remedy the
                           breaches and execute repairs.



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<PAGE>   14

                  4.7.2    Clause 4.7.3 applies:-

                           4.7.2.1  if, after service of a notice by the
                                    Landlord under Clause 4.7.1:-

                                    (i)      the Tenant does not forthwith
                                             commence and then diligently
                                             proceed to remedy the breaches and
                                             execute repairs; or

                                    (ii)     having begun to remedy the breaches
                                             and carry out repairs, the Tenant
                                             does not complete the remedying of
                                             breaches and carrying out of
                                             repairs within such period as may
                                             reasonably be specified in the
                                             notice;

                           4.7.2.2  in any event, in case of emergency.

                  4.7.3    The Landlord may enter the Premises in exercise of
                           its rights in Clause 4.6.5 in order to stop or remedy
                           the breaches and execute repairs and the Tenant shall
                           on demand pay to the Landlord as a debt the costs
                           incurred in stopping and remedying the breaches of
                           covenant and executing repairs following such entry,
                           together with interest at the Prescribed Rate in
                           respect of the period from the date on which the
                           costs are incurred to the date of payment by the
                           Tenant.

         4.8      DEFECTS IN THE PREMISES

                  As soon as the Tenant becomes aware, or ought reasonably to
                  become aware, of any defect in the Premises the Tenant shall
                  give the Landlord written notice of it.

         4.9      DISPOSALS

                  4.9.1    The Tenant shall not assign, hold on trust for
                           another, underlet or charge, nor part with or share
                           the possession or occupation of, nor grant licences
                           or franchises to use or occupy, the whole or any part
                           of the Premises for all or any part of the Term.



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<PAGE>   15

                  4.9.2    Notwithstanding Clause 4.9.1 and subject to
                           compliance with the succeeding provisions of this
                           Clause 4.9:-

                           4.9.2.1  the Tenant may with the written consent of
                                    the Landlord (which shall not be
                                    unreasonably withheld or delayed) assign,
                                    underlet or charge the whole (but not part)
                                    of the Premises;

                           4.9.2.2  the Tenant may share occupation of the
                                    Premises with a company which is a member of
                                    the same group as the Tenant (within the
                                    meaning of Section 42 of the 1954 Act):-

                                    (i)      only for so long as both companies
                                             remain members of that group; and

                                    (ii)     only in a way that does not create
                                             or transfer a legal estate; and

                                    (iii)    provided that the Tenant gives
                                             prior written notice to the
                                             Landlord of such sharing and
                                             written notice to the Landlord when
                                             such sharing ceases.

                  4.9.3    For the purposes of Section 19(lA) of the Landlord
                           and Tenant Act 1927, the Landlord may withhold its
                           licence to an assignment if any of the circumstances
                           set out in Clause 4.9.4 applies and may grant such
                           licence subject to any or all of the conditions set
                           out in Clause 4.9.5 (but without prejudice to the
                           Landlord's right to withhold licence in other
                           circumstances or to grant it subject to other
                           conditions if it would be reasonable to do so).

                  4.9.4    The circumstances referred to in Clause 4.9.3 in
                           which the Landlord is entitled to withhold its
                           licence to an assignment are as follows:-

                           4.9.4.1  there is at the time of the application for
                                    licence any material subsisting breach of
                                    the Tenant's obligations under this Lease;



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<PAGE>   16

                           4.9.4.2  the proposed assignee is not a person who in
                                    the Landlord's reasonable opinion is likely
                                    to be able to comply with the obligations of
                                    the Tenant under this Lease;

                           4.9.4.3  the proposed assignee is a member of the
                                    same group as the Tenant (within the meaning
                                    of Section 42 of the 1954 Act).

                  4.9.5    The conditions referred to in Clause 4.9.3 subject to
                           which the Landlord is entitled to grant its licence
                           to an assignment are as follows:-

                           4.9.5.1  the Tenant wishing to assign this Lease
                                    ("the outgoing tenant") enters into an
                                    authorised guarantee agreement within the
                                    meaning of the 1995 Act in respect of the
                                    performance by the assignee of the Tenant's
                                    obligations contained in this Lease,
                                    including the provisions set out in Schedule
                                    7 but omitting paragraph 1.1.3;

                           4.9.5.2  such other persons as the Landlord
                                    reasonably requires guarantee the
                                    performance by the assignee of the Tenant's
                                    obligations contained in this Lease,
                                    including the provisions of Schedule 7 (but
                                    referring in paragraph 1.l.3 to the
                                    assignee);

                           4.9.5.3  the licence to assign shall contain a
                                    covenant by the assignee directly with the
                                    Landlord to pay the Rents and otherwise
                                    comply with the provisions of this Lease
                                    until the assignee is released from its
                                    obligations under this Lease by virtue of
                                    the 1995 Act.

                  4.9.6    Every licence for any underlease and for the
                           assignment of any underlease shall contain a covenant
                           by the underlessee or assignee (as the ease may be)
                           directly with the Landlord to comply with the
                           provisions of this Lease (save as regards the payment
                           of the Rents but including a covenant in terms
                           similar to this covenant) until the underlessee or
                           assignee (as the case may be) is released from its
                           obligations under the underlease by virtue of the
                           1995 Act.

                  4.9.7    Any underlease permitted by this Clause 4.9 shall:-



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<PAGE>   17

                           4.9.7.1  be at a rent not less than the full market
                                    rental at the time of the grant of the
                                    underlease (without the payment of any fine
                                    or premium or other consideration) with
                                    provision for upwards only rent reviews on
                                    the same dates and the same terms as
                                    provided for in this Lease;

                           4.9.7.2  contain a covenant in the same terms as this
                                    Clause 4.9, with such modifications as the
                                    circumstances may require (including a
                                    requirement that the prior written consent
                                    of the Landlord under this Lease be obtained
                                    to any assignment of the underlease or any
                                    sub-underletting);

                           4.9.7.3  otherwise impose covenants on the part of
                                    the parties to the underlease and other
                                    provisions in the form of the covenants and
                                    provisions contained in this Lease with such
                                    variations only as are necessary to reflect
                                    the fact that the letting is an underlease;

                           4.9.7.4  be subject to a court order excluding the
                                    provisions of Sections 24 to 28 of the 1954
                                    Act from the tenancy created by the
                                    underlease.

                  4.9.8    The Tenant shall take all necessary steps and
                           proceedings to remedy any breach of the covenants of
                           the undertenant under any underlease, and shall not
                           waive it and the Tenant shall not vary or waive the
                           provisions of any underlease.

                  4.9.9    Within one month after any disposition the Tenant
                           shall produce to the Landlord's solicitors a
                           certified copy of the document giving effect to such
                           disposition, and pay to them a registration fee of
                           L.25.

         4.10     ALTERATIONS

                  4.10.1   The Tenant shall not:-

                           4.10.1.1 commit waste of any kind on the Premises;



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                           4.10.1.2 make any alterations or additions to the
                                    structure or exterior of the Premises or any
                                    part of them;

                           4.10.1.3 remove any parts of the Premises.

                  4.10.2   Without prejudice to the absolute prohibitions
                           contained in Clause 4.10.1, the Tenant shall not make
                           any other alterations or additions to the Premises
                           unless the prior written consent of the Landlord is
                           obtained (which consent shall not be unreasonably
                           withheld).

                  4.10.3   The Tenant shall not install or erect or use any
                           floodlighting at or affixed to the Premises save for
                           such security lighting as the Landlord may approve
                           (such approval not to be unreasonably withheld or
                           delayed).

                  4.10.4   The Landlord may as a condition of giving any consent
                           for alterations, additions or other works (the
                           "Works") require the Tenant to enter into such
                           covenants with the Landlord as the Landlord may
                           reasonably require relating to the carrying out of
                           the Works and as the Landlord may reasonably require
                           relating to their reinstatement.

         4.11     TOWN PLANNING

                  4.11.1   The Tenant shall not commit any breach of planning
                           control (that term being construed as it is used in
                           the Planning Legislation) and shall comply with the
                           provisions of the Planning Legislation in relation to
                           the Premises.

                  4.11.2   The Tenant shall not apply for any planning
                           permission under the Planning Legislation without the
                           prior consent in writing of the Landlord.

                  4.11.3   Immediately after the grant of any planning
                           permission in respect of the Premises the Tenant
                           shall deliver a copy of it to the Landlord.

                  4.11.4   The Tenant shall not carry out any operations or
                           change of use on the Premises until the Landlord has
                           acknowledged that every necessary planning permission
                           is acceptable to it.



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<PAGE>   19

                  4.11.5   Unless the Landlord directs otherwise in writing, the
                           Tenant shall carry out before the termination of the
                           Term any works required to be carried out to the
                           Premises as a condition of any planning permission
                           which may have been granted during the Term and
                           implemented by the Tenant or any other person,
                           whether or not the date by which the planning
                           permission requires such works to be carried out
                           falls within the Term.

         4.12     USE

                  4.12.1   The Tenant shall not use the Premises otherwise than
                           for the Permitted Use.

                  4.12.2   The Tenant shall not do anything which may be or
                           become or cause a nuisance or cause damage to the
                           Landlord or any owner or occupier of any adjacent
                           or nearby property or to the Estate or any Conducting
                           Media.

                  4.12.3   The Tenant shall not use or occupy the Premises or
                           any part of them:-

                           4.12.3.1 for any immoral or illegal act or purpose;

                           4.12.3.2 for any harmful, offensive, noisy,
                                    objectionable or dangerous trade, business
                                    or occupation.

                  4.12.4   The Tenant shall comply with any reasonable
                           regulations which the Landlord may from time to time
                           set out in relation to the Premises or the Estate as
                           are consistent with the principles of good estate
                           management.

         4.13     LEGISLATION

                  The Tenant shall comply in all respects with all requirements
                  from time to time relating to the Premises and the use of them
                  imposed by:-

                  4.13.1   any legislation, whether public or local (including
                           without limitation directly applicable European Union
                           law);



                                       16
<PAGE>   20

                  4.13.2   any government department, local authority or other
                           public or competent authority; and

                  4.13.3   any court of competent jurisdiction;

                           whether the requirements are imposed on the Landlord
                           or the Tenant or the occupier.

         4.14     DANGEROUS AND CONTAMINATIVE MATERIALS

                  4.14.1   The Tenant shall not keep or use in or near the
                           Premises any dangerous, contaminative or other
                           materials which might cause harm to any person or
                           land without the consent of the Landlord

                  4.14.2   The Tenant shall comply with any condition which the
                           Landlord, acting reasonably, may impose in connection
                           with the grant of its consent pursuant to Clause
                           4.14.1

                  4.14.3   If there is any breach of the obligations in Clause
                           4.14.1 or Clause 4.14.2, the Tenant shall remove all
                           trace of the material from the affected land.

         4.15     COPIES OF NOTICES

                  If the Tenant receives any notice or any order or proposal of
                  any kind in relation to the Premises it shall:-

                  4.15.1   immediately supply a copy of the notice, order or
                           proposal to the Landlord at the Tenant's cost;

                  4.15.2   at the Tenant's cost comply with it (unless required
                           by the Landlord not to do so); and

                  4.15.3   if required by the Landlord (but at the cost of the
                           Landlord except where such objections or
                           representations are required as a result of the
                           Tenant's default, in which case such costs shall be
                           borne by the Tenant), make, or join with the



                                       17
<PAGE>   21

                           Landlord in making, such objections or
                           representations in respect of it as the Landlord may
                           require.

         4.16     ADVERTISEMENTS

                  Save for such other notices as the Landlord may in its
                  reasonable discretion approve the Tenant shall not display on
                  the outside of the Premises or any part of them (or on the
                  inside of the Premises so as to be visible from the outside of
                  the Premises) any sign or advertisement, except a notice (the
                  location, size and design of which has first been approved by
                  the Landlord in writing) showing the name of the Tenant and of
                  any permitted undertenant or other permitted occupier.

         4.17     ENCROACHMENTS

                  4.17.1   The Tenant shall not stop up, darken or obstruct any
                           windows or lights belonging to the Premises.

                  4.17.2   The Tenant shall take all necessary steps to prevent
                           any encroachment being made against or new easement
                           acquired over the Premises and shall notify the
                           Landlord immediately upon becoming aware of the
                           making or acquisition (or attempted making or
                           acquisition) of any such encroachment or easement.

         4.18     YIELDING UP

                  At the termination of the Term the Tenant shall yield up the
                  Premises:

                  4.18.1   with vacant possession in the state and condition
                           required by the Tenant' covenants contained in this
                           Lease; and

                  4.18.2   (except to the extent requested not to do so by the
                           Landlord) fully reinstated to the condition they were
                           in prior to the execution of any works carried out by
                           the Tenant during or before the Term and shall make
                           good all consequential damage to the satisfaction of
                           the Landlord.



                                       18
<PAGE>   22

         4.19     FEES

                  The Tenant shall pay to the Landlord and indemnify it against
                  all reasonable and proper costs, charges and expenses
                  (including, without limitation, professional advisers' and
                  bailiffs' costs and fees) incurred by the Landlord or any
                  superior landlord:-

                  4.19.1   in or in contemplation of any proceedings under
                           Sections 146 or 147 of the Law of Property Act 1925,
                           including the preparation and service of notice under
                           those sections (notwithstanding forfeiture is avoided
                           otherwise than by relief granted by the Court);

                  4.19.2   in the preparation and service of a schedule of
                           dilapidations at any time during or within 3 months
                           after the Term;

                  4.19.3   in connection with any breach of covenant by, or the
                           recovery of arrears of rent due from, the Tenant
                           under this Lease;

                  4.19.4   in respect of any application for consent required by
                           this Lease, whether the consent is granted or refused
                           or given subject to any lawful qualification or
                           condition or whether the application is withdrawn.

         4.20     INDEMNITIES

                  The Tenant shall indemnify the Landlord in respect of all loss
                  arising as a consequence of:-

                  4.20.1   any default of the Tenant; or

                  4.20.2   any breach of the Tenant's covenants contained in
                           this Lease.



                                       19
<PAGE>   23

5        LANDLORD'S COVENANTS

         5.1      Subject to the Tenant paying the rents reserved by this Lease
                  and complying with its provisions, the Landlord shall permit
                  the Tenant to hold the Premises peaceably and without any
                  interruption by the Landlord or any person lawfully claiming
                  under or in trust for the Landlord.

         5.2      Subject to the payment by the Tenant of the Service Charge
                  Rent, the Landlord shall use all reasonable endeavours to
                  perform the services set out in Part 2 of Schedule 6.

         5.3      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 a superior lease dated 20 March 1998
                  under which the Landlord holds its interest in the Estate
                  except insofar 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.

         5.4      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 would cause a nuisance to the Tenant
                  or otherwise materially interfere with the Tenant's business.

6        INSURANCE

         6.1      LANDLORD TO INSURE

                  6.1.1    Subject to any excesses, exclusions or limitations
                           required by the insurers, and to the provisions of
                           Clause 6.1.2, the Landlord shall insure and maintain
                           insurance against:-

                           6.1.1.1  loss or damage to the Premises by the
                                    Insured Risks and such other risks as the
                                    Landlord may from time to time reasonably
                                    determine, for the following sums:-


                                       20

<PAGE>   24
                           (i)      the full reinstatement cost of the Premises
                                    including, without limitation, architects',
                                    surveyors' and other professional fees and
                                    incidental expenses, the cost of shoring up,
                                    demolition and site clearance and similar
                                    expenses, and VAT on all the above;

                           (ii)     loss of the Yearly Rent from time to time
                                    for 3 years;


                  6.1.1.2  property owner's, employer's and public liability of
                           the Landlord arising out of or in connection with any
                           matter relating to the Premises.

         6.1.2    The Landlord shall not be obliged to insure pursuant to Clause
                  6.1.1:-

                  6.1.2.1  any tenant's trade fixtures and fittings; and

                  6.1.2.2  to the extent that insurance is vitiated or is
                           unobtainable by reason of any default of the Tenant.

         6.2      EVIDENCE OF INSURANCE

                  At the reasonable request of the Tenant the Landlord shall
                  produce evidence of the insurances effected pursuant to Clause
                  6.1 and of the payment of the last premium.

         6.3      RENT SUSPENSION

                  If:-

         6.3.1    the Premises or any part of them (other than tenant's trade
                  fixtures and fittings) are destroyed or damaged by any of the
                  Insured Risks and so become unfit for occupation and use or if
                  the Premises are rendered inaccessible due to damage or
                  destruction arising from subsidence to the bridge on the
                  Estate shown shaded in green on the Plan ("the Bridge"); and



                                       21
<PAGE>   25


         6.3.2    the insurance moneys are not rendered irrecoverable in whole
                  or in part as a result of any default of the Tenant,

                  then (subject to any excesses, exclusions or limitations on
                  the insurance against the loss of Yearly Rent effected by the
                  Landlord) the Yearly Rent, or a fair proportion of it
                  according to the nature and the extent of the damage
                  sustained, shall be suspended until the Premises are fit for
                  occupation and use or until the damage to the Bridge has been
                  remedied so as to restore access to the Premises, if earlier,
                  until the monies received by the Landlord in respect of loss
                  of rent insurance are exhausted. Any dispute regarding the
                  suspension of rent shall be determined by the Independent
                  Surveyor acting as an expert and not an arbitrator.

6.4      REINSTATEMENT

         6.4.1    If the Premises or any part of them are destroyed or damaged
                  by any of the Insured Risks then, subject to Clauses 6.4.2 and
                  6.4.3, the Landlord shall as soon as reasonably practicable
                  use all monies paid by the insurers in respect of the Premises
                  (excluding sums in respect of loss of rent) in rebuilding,
                  repairing or otherwise reinstating the Premises.

         6.4.2    If the insurance moneys are rendered irrecoverable in whole or
                  in part as a result of any default of the Tenant or if in
                  respect of any damage by Insured Risk excess is applicable
                  which the insurers are not liable to pay out on the insurance
                  claim:-

                  6.4.2.1  the Tenant shall pay to the Landlord on demand the
                           amount irrecoverable as a result of the default of
                           the Tenant and/or (as the case may be) the amount of
                           the excess not payable by the insurers; and

                  6.4.2.2  the Landlord shall not be obliged to comply with its
                           obligations under Clause 6.4.1 unless and until the
                           Tenant complies with Clause 6.4.2.1,



                                       22
<PAGE>   26


         6.4.3    The Landlord shall not be obliged to comply with its
                  obligations under Clause 6.4.1 unless and until it is able to
                  obtain any consents necessary to enable it to do so, or if it
                  is otherwise prevented from doing so by any other circumstance
                  beyond its reasonable control.

         6.4.4    If the damage or destruction caused by an Insured Risk has not
                  been made good by the expiry of 3 years from its occurrence so
                  that the Premises or any part of them are still unfit for
                  occupation and use, then the Landlord or the Tenant may at any
                  time thereafter by not less than 2 months' notice served on
                  the other terminate this Lease, so that on the expiry of that
                  notice:-

                  6.4.4.1  the Term will come to an end, but without prejudice
                           to any rights that either party may have against the
                           other in respect of any previous breach of the
                           provisions of this Lease, and


                  6.4.4.2  all insurance monies payable under any such insurance
                           policy or policies (other than sums received in
                           respect of loss of rent) shall belong to the Landlord
                           absolutely.


6.5      INSURERS' REQUIREMENTS

                  The Tenant shall not do anything which may prejudice any
                  insurance policy in respect of the Premises or any adjacent or
                  nearby property, or cause the rate of premium under such
                  insurance to be increased, and the Tenant will at all times
                  comply with all requirements of the insurers.

6.6      FIRE PRECAUTIONS

         6.6.1    The Tenant shall:-

                  keep the Premises supplied with such fire-fighting equipment
                  as the insurers and the competent fire authority and the
                  Landlord may require and maintain that equipment to the
                  satisfaction of all those persons; and



                                       23
<PAGE>   27


                  6.6.2    not store inflammable, explosive or otherwise
                           dangerous substances or goods at the Premises or
                           obstruct the access to any fire equipment or the
                           means of escape from or over the Premises.

         6.7      NOTICE BY TENANT

                  As soon as any damage caused by any of the Insured Risks
                  occurs, and as soon as there comes to the attention, or there
                  ought reasonably to come to the attention, of the Tenant any
                  occurrence which might affect any insurance policy relating to
                  the Premises or any adjacent or nearby property, the Tenant
                  shall forthwith give notice of the occurrence to the Landlord.

         6.8      NO OTHER INSURANCE TO BE EFFECTED BY TENANT

                  The Tenant shall not effect any insurance over the Premises in
                  respect of any of the Insured Risks.

7        GENERAL PROVISIONS

                  It is agreed and declared as follows:-

         7.1      FORFEITURE


                  7.1.1    Without prejudice to any other remedies of the
                           Landlord and any rights it may have against the
                           Tenant in respect of any breach of the provisions of
                           this Lease, if any one or more of the events listed
                           in Clause 7.1.2 occurs the Landlord may re-enter the
                           Premises or any part of them in the name of the whole
                           (even if any previous right of re-entry has been
                           waived), and the Term will then cease.

                  7.1.2    The events referred to in Clause 7.1.1 are as
                           follows:-

                           7.1.2.1  the rents reserved by this Lease or any part
                                    of them being in arrears for 21 days after
                                    becoming due (whether legally demanded or
                                    not); or



                                       24
<PAGE>   28
                  7.1.2.2  the Tenant at any time being in breach of any of the
                           provisions of this Lease; or

                  7.1.2.3  the Tenant:-

                           (i)      becoming bankrupt; or

                           (ii)     becoming subject to an interim order under
                                    Section 252 of the Insolvency Act 1986; or

                           (iii)    becoming subject to a voluntary arrangement
                                    as defined in Section 253 of the Insolvency
                                    Act 1986; or

                           (iv)     having an interim receiver appointed under
                                    Section 226 of the Insolvency Act 1986; or

                           (v)      becoming subject to a winding up, either by
                                    the Court or voluntarily (except for the
                                    purpose of reconstruction or amalgamation
                                    not involving any reduction of capital); or

                           (vi)     having a receiver or administrative receiver
                                    appointed in respect of the whole or any
                                    part of its assets or undertaking; or

                           (vii)    becoming subject to a proposal for a
                                    voluntary arrangement; or

                           (viii)   having made against it a petition for the
                                    appointment of an administrator, or

                           (ix)     being struck off the register of companies
                                    under Section 652 of the Companies Act 1985;
                                    or



                                       25
<PAGE>   29


                           (x)      having any distress or process of execution
                                    levied on its goods; or

                           (xi)     being the subject of any proceedings or
                                    events analogous to those referred to in
                                    paragraphs (i) to (x) above in any other
                                    jurisdiction.


         7.2      NO WARRANTY AS TO PLANNING

                  Nothing in this Lease shall be deemed to constitute any
                  warranty by the Landlord that the Premises or any part of them
                  are authorized under the Planning Legislation or otherwise for
                  use for any specific purpose.

         7.3      NOTICES

                  Section 196 of the Law of Property Act 1925 shall apply to any
                  notice to be served on any of the parties under the terms of
                  or in connection with this Lease as if the notice were a
                  notice authorised by those Acts.

         7.4      BREAK CLAUSE

                  7.4.1    The Tenant may determine this lease on 23 July 2003
                           or 23 July 2008 by serving on the Landlord not less
                           than 6 months' prior written notice to that effect.

                  7.4.2    This Lease shall only determine as a result of notice
                           served by the Tenant under Clause 7.4.1 if:-

                           7.4.2.1  that notice has been served strictly in
                                    accordance with that clause;

                           7.4.2.2  on the intended date of determination the
                                    Tenant gives vacant possession of the
                                    Premises to the Landlord;

                           7.4.2.3  on the intended date of determine of the
                                    Tenant has paid the Yearly Rents;



                                       26
<PAGE>   30


                           7.4.2.4  on or before the intended date of
                                    determination the Tenant pays to the
                                    Landlord in addition to the other sums
                                    payable under this Lease a sum equal to
                                    three months' of the Yearly Rent payable on
                                    the date of determination.

                  7.4.3    The Landlord may in its absolute discretion waive
                           compliance with all or any of the conditions set out
                           in Clause 7.4.

                  7.4.4    If the provisions of this Clause 7.4 are complied
                           with then upon the date specified in Clause 7.4.1
                           this Lease shall determine but without prejudice to
                           any right of action of the Landlord in respect of any
                           previous breach by the Tenant of this Lease.


                  7.4.5    Time is of the essence in respect of this Clause 7.4.


                  7.4.6    Any notice of determination served under this Clause
                           7.4 shall be irrevocable.


                  7.4.7    On the intended date of determination the Tenant
                           shall send to the Landlord the original of this Lease
                           and any other title documents to the Premises but it
                           is expressly acknowledged that any failure to comply
                           with this obligation does not affect determination of
                           this Lease.


         7.5      SEVERABILITY


                  Each covenant and provision in this Lease shall be construed
                  as separate and independent so that in the event of any
                  invalidity, illegality or unenforceability of any covenant or
                  provision the remainder of the covenants and provisions in
                  this Lease shall not be affected.


         7.6      CERTIFICATE FOR STAMP DUTY


                  The parties certify that there is no agreement for lease to
                  which this Lease gives effect.



                                       27
<PAGE>   31


         7.7      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999


                  No term of this Lease may be enforced solely by virtue of
                  section 1 Contracts (Rights of Third Parties) Act 1999.

         Executed as a deed and delivered on the date set out at the head of
         this Lease.


                                   SCHEDULE 1

                                  THE PREMISES


         The land with the building erected on it known as Unit E1, Brookside
         Business Park, Greengate, Chadderton, shown edged red for
         identification purposes only on the plan annexed to this Lease,
         including, without limitation, the Landlord's fixtures, fittings,
         plant, machinery, apparatus and equipment now or at any time after the
         date of this Lease in or on that land, and all additions, alterations
         and improvements to that land carried out pursuant to the terms of this
         Lease.

                                   SCHEDULE 2

                                 RIGHTS GRANTED


         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 Premises over the
                  estate roads and accessways' within the Common Parts provided
                  always that the accessways shall be used only for the purpose
                  of obtaining access to and egress from the Car Parking Spaces.

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

         3        The right of free passage of water steam soil air gas
                  electricity and telephone communications from and to any part
                  of the 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 Estate.



                                       28
<PAGE>   32


         4        With the consent of the Landlord (except in emergency) (such
                  consent not to be unreasonably withheld or delayed) the right
                  to enter the Estate and adjacent units with or without agents
                  workmen and others and with or without necessary appliances
                  and materials at all times and to erect scaffolding for the
                  purposes of maintaining repairing and cleansing the Premises
                  causing as little damage and disturbance as possible the
                  Tenant making good all damage that is caused to the retained
                  land and/or adjacent units.

                                   SCHEDULE 3

                          RIGHTS EXCEPTED AND RESERVED


         1        The right of free passage of water steam soil air gas
                  electricity and telephone communications from and to the
                  Estate 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 Premises.

         2        With the consent of the Tenant (not to be unreasonably
                  withheld) the right to enter the 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 4

                                  INCUMBRANCES


         The matters contained or referred to in the Property and Charges
         Registers of the Landlord's leasehold title registered at H.M. Land
         Registry under title number GM 783329.


                                   SCHEDULE 5

                            REVIEW OF THE YEARLY RENT


                                       29
<PAGE>   33



1        RENT REVIEW


                  It is agreed that at each Review Date the Yearly Rent shall be
                  reviewed so that on and after each Review date the Yearly Rent
                  shall be the greater of:-

         1.1      the Yearly Rent payable immediately before the Review Date in
                  question; and

         1.2      the Open Market Rent as at that Review Date, as defined in
                  this Schedule, and as agreed between the parties (or
                  determined by the Independent Surveyor in the absence of
                  agreement between the parties, as provided below).

2        OPEN MARKET RENT

         2.1      The Open Market Rent shall be the best yearly rent at which
                  the Premises might be expected to be let in the open market:-

                  2.1.1    for a term commencing on the relevant Review Date and
                           of a length equal to the unexpired residue of the
                           contractual term of this Lease as the relevant Review
                           Date or 10 years (whichever is longer);

                  2.1.2    as between a willing landlord and a willing tenant;

                  2.1.3    without the landlord taking a fine or premium;

                  2.1.4    as a whole;

                  2.1.5    with vacant possession;

                  2.1.6    upon the assumptions set out in paragraph 2.2;

                  2.1.7    disregarding the matters set out in paragraph 2.3;

                  2.1.8    by a lease in the same terms in all other respects as
                           this Lease (save as to the amount of the Yearly Rent
                           and any rent free period allowed to the Tenant, but



                                       30
<PAGE>   34


                           including provisions for review of rent at the same
                           intervals and on the same terms as those of this
                           Lease).

         2.2      It shall be assumed that at the relevant Review Date:-

                  2.2.1    the Premises are ready fit and available for
                           immediate occupation and use for the purpose or
                           purposes required by the willing tenant referred to
                           in paragraph 2.1.2, and that all the services
                           required for such occupation and use are connected to
                           the Premises;

                  2.2.2    no work has been carried out to the Premises by the
                           Tenant or by any undertenant or any of their
                           predecessors during the Term which has diminished the
                           rental value of the Premises;

                  2.2.3    if the Premises have been destroyed or damaged, they
                           have been fully restored;

                  2.2.4    the Premises are in good and substantial repair;

                  2.2.5    the covenants contained in this Lease on the part of
                           the Landlord and the Tenant have been fully observed
                           and performed;

                  2.2.6    no rent free or concessionary rental period would be
                           allowed to the willing tenant by the Landlord to
                           compensate for lack of use of the Premises during any
                           period in which fitting out works would be carried
                           out and that the rent would not be discounted to
                           reflect the absence of such a period.

         2.3      There shall be disregarded:-

                  2.3.1    any effect on rent of the fact that the Tenant or any
                           undertenant or their respective predecessors in title
                           have been in occupation of the Premises;

                  2.3.2    any goodwill attached to the Premises by reason of
                           the carrying on there of the business of the Tenant
                           or any undertenant or their predecessors in title in
                           their respective businesses;



                                       31

<PAGE>   35



                  2.3.3    any effect on rent of any improvements to the
                           Premises made with the Landlord's consent (where
                           required) by the Tenant or any undertenant, except
                           improvements carried out in pursuance of an
                           obligation to the Landlord or at the Landlord's
                           expense;

3        DETERMINATION BY THIRD PARTY

         3.1      In the absence of agreement between the parties on the revised
                  Yearly Rent the question shall at the request of either of
                  them as soon as practicable be referred to the decision of the
                  Independent Surveyor, acting as an arbitrator.

         3.2      The decision of the Independent Surveyor (including any
                  decision as to the costs of his determination) shall be final
                  and binding on both parties.

         3.3      If before issuing his decision the Independent Surveyor dies
                  or is unable or unwilling to act then either party may apply
                  to the President for a substitute to be appointed in his
                  place.

         3.4      The Tenant shall supply to the Landlord such information as
                  the Landlord may reasonably require and shall allow the
                  Landlord and its valuers and the Independent Surveyor access
                  to the Premises on giving not less than 24 hours' prior
                  written notice for the purpose of assessing the Open Market
                  Rent or otherwise giving effect to this Schedule 5.

4        WHERE THE REVIEW DATE IS NOT A QUARTER DAY

         If the Yearly Rent payable after any Review Date is ascertained by that
         date and that date is not a quarter day the Tenant shall on that
         Review Date pay to the Landlord the amount by which one quarter's
         Yearly Rent at the rate payable on the immediately preceding quarter
         day is less than one quarter's Yearly Rent at the rate of the revised
         Yearly Rent apportioned on a daily basis for that part of the quarter
         during which the revised Yearly Rent is payable.






                                       32
<PAGE>   36






5        DELAY IN ASCERTAINMENT OF REVISED YEARLY RENT

         5.1      If the Yearly Rent payable after any Review Date has not been
                  ascertained by that date:-

         5.1.1    the Yearly Rent payable immediately before the Review Date
                  shall continue to be paid until the revised Yearly Rent has
                  been ascertained the payments being on account of the Yearly
                  Rent due after the Review Date; and

         5.1.2    within 14 days after the date when the revised Yearly Rent is
                  ascertained the Tenant shall pay to the Landlord:-

                  5.1.2.1  any shortfall between the Yearly Rent which would
                           have been paid on the Review Date and any subsequent
                           quarter days if the revised Yearly Rent had been
                           ascertained on or before the relevant Review Date and
                           the payments made by the Tenant on account; and

                  5.1.2.2  interest at 3 per cent below the Prescribed Rate in
                           respect of each instalment of the Yearly Rent due on
                           or after the relevant Review Date, on the amount by
                           which each such instalment which would have been
                           payable on the relevant Review Date or such quarter
                           day if the revised Yearly Rent had been ascertained
                           on or before the relevant Review Date exceeds the
                           amount paid on account, and such interest shall be
                           payable for the period from the date upon which the
                           instalment was due up to the date of payment of the
                           shortfall.

6        RENT RESTRICTIONS

         If on any Review Date there is in force any statutory restriction on
         the amount of the Yearly Rent or on a review of it, the Landlord may
         upon any modification or removal of that restriction serve on the
         Tenant a notice to the effect that on the day following the
         modification or removal there shall be a Review Date (and the



                                       33
<PAGE>   37

         provisions of this Schedule shall then apply to that Review Date), but
         without prejudice to the review due on the immediately following Review
         Date.

7        RENT REVIEW MEMORANDUM


         The Landlord and Tenant shall within 28 days of its ascertainment at
         their joint expense sign and exchange a memorandum recording the
         revised Yearly Rent.

                                   SCHEDULE 6

                            SERVICE CHARGE PROVISIONS

                                     PART 1

                              OPERATIVE PROVISIONS


1        The Tenant shall pay to the Landlord the Service Charge Rent as
         provided by this Part l.


2        The Service Charge Rent shall be payable by four equal preliminary
         payments in advance on the usual quarter days in every year, each of
         such preliminary payments being such sum as the Landlord shall in its
         reasonable discretion demand, being one quarter of the anticipated
         annual Service Charge Rent for the current year (and so in proportion
         for any part of the year) as adjusted under paragraph 3.

3        The Landlord shall as soon as practicable after the end of each Service
         Charge Year submit to the Tenant a statement duly certified by the
         Landlord's surveyor giving full details of the Service Charge for that
         Service Charge Year and if the Service Charge Rent shall be more or
         less than the total of the four preliminary payments (or the grossed-up
         yearly equivalent of such payments if made for any period of less than
         a year) then any sum due to or payable by the Landlord by way of
         adjustment in respect of the Service Charge Rent shall forthwith be
         paid by the Tenant or credited against the Tenant's future Service
         Charge Rent liabilities as the case may be.

4        The expression the Service Charge Percentage shall mean in relation to
         the Service



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         Charge the proportion which is attributable to the Premises as
         determined by the Landlord in its reasonable discretion calculated
         primarily on a comparison of the area of the buildings on the Premises
         with the areas of the buildings on the Estate let or capable of being
         let by the Landlord, provided that in the event of such calculation
         being inappropriate having regard to the nature of the expenditure
         incurred or the parts of the Estate benefited by it or otherwise the
         Landlord shall be at liberty in its reasonable discretion to adopt such
         other method of calculation of the Service Charge Percentage as shall
         be fair and reasonable in the circumstances (including if appropriate
         the attribution of the whole of such expenditure to the Premises).

5        In no event shall the Service Charge Percentage be increased or altered
         by reason that at any relevant time any part of the Estate may be
         vacant or be occupied by the Landlord or that any tenant or other
         occupier of another part of the Estate may default in payment of its
         percentage of the Service Charge.

6        The Tenant shall not be entitled to object to the Service Charge Rent
         (or any item comprised in it) on any of the following grounds:-

         6.1      the inclusion in the following year of any item of expenditure
                  or liability omitted in good faith from the Service Charge for
                  the preceding year;

         6.2      an item of Service Charge included at a proper cost might have
                  been provided or performed at lower cost;

         6.3      the manner in which the Landlord exercises its discretion in
                  providing services so long as the Landlord acts in good faith
                  and in accordance with the principles of good estate
                  management.

7        In the event that the Landlord shall be required during any year of the
         Term to incur heavy or exceptional expenditure which forms part of the
         Service Charge the Landlord shall be entitled to recover from the
         Tenant the Service Charge Percentage of that expenditure on the quarter
         day next following.



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                                     PART 2

                     SERVICES TO BE PROVIDED BY THE LANDLORD


1        The maintenance, amendment, repair, renewal, cleansing, decorating,
         painting and otherwise keeping in good and substantial condition of the
         Common Parts, provided that the Landlord shall not be liable to the
         Tenant for any defects or want of repair unless the Landlord has had
         notice of them.

2        The repair, renewal, replacement, cleansing and maintenance in good
         working order and repair of the equipment, apparatus and appliances (if
         any) in the Common Parts including (without prejudice to the generality
         of the foregoing) the Conducting Media, meters, the water systems,
         tanks and reservoirs, barriers, the electrical installation and light
         fittings and the hose reels and other fire fighting appliances of the
         Common Parts which the Landlord may reasonably deem desirable or is
         required to provide by statute or local authority regulations or by its
         insurers.

3        Keeping the Common Parts adequately lighted.

4        Grassing and tending and keeping tidy and planting with such flora,
         trees and shrubs as the Landlord shall reasonably deem to be
         appropriate the landscaped areas on the Estate where not included in
         any demise to individual tenants or occupiers.

         PROVIDED ALWAYS that the Landlord may from time to time withhold, add
         to, extend, vary or make any alterations in the rendering of the said
         services or any of them as the Landlord deems desirable so to do in the
         interests of good estate management.

                                     PART 3

                               COSTS AND EXPENSES


The charges and expenses comprised in the Service Charge are as follows:-

1        The cost of providing and performing the services specified in Part 2
         of this Schedule 6.



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2        All Outgoings payable by the Landlord in respect of the Common Parts
         except insofar as the Tenant or any other occupier of the Estate may be
         liable for the same under the terms of this Lease or its lease or
         occupation.

3        Insurance premiums in respect of the insurance of the Common Parts and
         for third party and public liability and any other risks relating to
         the management of the Estate and the provision of services to it in so
         far as such premiums are not included in the insurance rent reserved by
         Clause 3.2.

4        The cost of taking all steps deemed desirable or expedient by the
         Landlord for complying with, making representations against or
         otherwise contesting the incidence of the provisions of any legislation
         concerning town planning, public health, highways, streets, drainage or
         other matters relating or alleged to relate to the Estate for which the
         Tenant is not directly liable under this Lease.

5        The cost of enforcing or attempting to enforce against any owner or
         occupier of adjoining or neighbouring premises the payment of any
         contribution towards anything used in common with the Estate.

6        The cost of operating, maintaining, testing, repairing, modifying or
         renewing a fire alarm system for the Common Parts (including where
         appropriate a direct link with the fire brigade), and in addition fire
         fighting equipment in and for the Common Parts.

7        The cost of complying with the obligations pursuant to the matters set
         out or referred to in Schedule 4 where those obligations fall on the
         Landlord.

8        A fair and reasonable contribution towards the expense of repairing,
         renewing and maintaining all sewers, drains, pipes, watercourses,
         Estate nameboard or other conveniences which may belong to or be used
         by the occupiers of the Estate in common with other premises near or
         adjoining it and not forming part of the Premises.



                                       37
<PAGE>   41

9        Such costs (if any) of the provision of staff for the efficient
         management of the Estate including, but not limited to wages,
         insurance, health, pension and other payments and all other expenditure
         relating to such employment and the supplying of uniforms, equipment
         and any necessary accommodation for such staff.

10       The cost of providing, maintaining and renewing name boards and signs
         at the entrances and other parts of the Estate.

11       The cost of providing and maintaining any receptacles for refuse for
         the Estate and the cost of collecting, storing and disposing of refuse.

12       The cost of executing any works as are or at any time during the Term
         shall, under or by virtue of any enactment for the time being in force
         or by any local or other competent authority, be directed or required
         to be done or executed in respect of the Estate and for which none of
         the occupiers of the Estate is liable.

13       The proper and reasonable fees of the Landlord and/or the Landlord's
         agents in respect of the general supervision and management of the
         Estate.

14       Bank charges and interest on proper overdrawings in respect of any
         separate bank account maintained by the Landlord or its agents for
         discharging expenditure comprised within the Service Charge after
         giving credit for any interest earned (net of any tax).

15       (If the Landlord so desires) the establishment and maintenance of a
         reserve fund based on the principles of good estate management to cover
         prospective and contingent costs of carrying out works, repairs and
         other items referred to in this Part 3 to the intent (so far as may
         reasonably be practicable) that the charge for such items made to the
         Tenant and other tenants and occupiers of the Estate shall be
         progressive and cumulative rather than irregular.

16       The costs of providing any other service or amenity or matter which the
         Landlord in its reasonable discretion shall think proper for the better
         and more efficient management and/or use of the Estate and the Common
         Parts or for the comfort and convenience of the generality of the
         tenants and their agents, servants and invitees visiting the Estate.




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<PAGE>   42






17       VAT payable in respect of any of the charges and expenses referred to
         in the other paragraphs of this Part 3.

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



                                   SCHEDULE 7

                                     SURETY


1        SURETY'S GUARANTEE

         1.1      The Surety, as primary obligor (and not merely as guarantor),
                  covenants with and guarantees to the Landlord (until such time
                  as the Tenant is released from its covenants pursuant to the
                  1995 Act):-

                  1.1.1    that the Tenant will pay the rents reserved by this
                           Lease and comply with all its provisions; and

                  1.1.2    to indemnify the Landlord against, and pay on demand
                           and make good to the Landlord, all loss sustained by
                           the Landlord as a result of any breach by the Tenant
                           of the provisions of this Lease; and

                  1.1.3    that the Tenant will comply with the provisions of
                           any authorised guarantee agreement which it gives
                           with respect to the performance by an assignee of
                           this Lease of the obligations of the tenant contained
                           in this Lease.

         1.2      The Surety's obligations contained in paragraph 1.1 shall
                  apply notwithstanding and shall not be released or affected
                  by:-



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<PAGE>   43





                  1.2.1    any neglect or forbearance of the Landlord in
                           endeavouring to obtain payment of the rents reserved
                           by this Lease as and when they become due; or

                  1.2.2    any failure or delay of the Landlord in taking
                           proceedings or any other steps to enforce compliance
                           with the provisions of this Lease by the Tenant or
                           the Surety; or

                  1.2.3    any time which may be given by the Landlord to the
                           Tenant or the Surety; or

                  1.2.4    any other act or omission, matter or thing which, but
                           for this paragraph 1.2, would cause the Surety's
                           obligations under paragraph 1.1 to be released wholly
                           or in part other than a release given under seal by
                           the Landlord.

         1.3      DISCLAIMER

                  1.3.1    The Surety covenants with the Landlord that if:-

                           1.3.1.1  the Tenant becomes bankrupt or (if it is a
                                    limited company) goes into liquidation; and


                           1.3.1.2  its trustee in bankruptcy or its liquidator
                                    disclaims this Lease; and


                           1.3.1.3  within 3 months of the date of the
                                    disclaimer the Landlord by written notice
                                    requires the Surety to accept a lease of the
                                    Premises for a term equal to the residue of
                                    the Term unexpired at the date of the
                                    disclaimer, at the same rent and subject to
                                    the same covenants and conditions as are
                                    contained in this Lease,

                  then the Surety shall accept such a lease, to take effect from
                  the date of the disclaimer, and shall execute and deliver to
                  the Landlord a counterpart of it, and shall pay all the
                  Landlord's reasonable costs with VAT on them incurred in
                  preparing and completing such lease.


                  1.3.2    The Surety covenants with the Landlord that if the
                           Tenant fails to comply with any obligation contained
                           in an authorised guarantee agreement to enter into a
                           new




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<PAGE>   44
                           tenancy of the Premises following disclaimer of this
                           Lease, the Surety shall comply with that obligation
                           as if it were the Tenant upon being required to do so
                           by written notice from the Landlord.


INDUSTRIAL PROPERTY                 )
INVESTMENT FUND acting by its       )
General Partner LEGAL & GENERAL     )
PROPERTY PARTNERS                   )
(INDUSTRIAL FUND) LIMITED           )
whose COMMON SEAL was hereunto      )
affixed in the presence of:         )


     /s/ Authorised signatory                         /s/ Authorised Signatory


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