<PAGE>

                                                                    EXHIBIT 10.4

                                       DATED 8th June
                                            ------------------------------



                                       BARTON INDUSTRIAL PARK LIMIT

                                       to

                                       BELDRAY LIMITED

                                       and

                                       BUTTERFIELD-HARVEY LIMITED



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



                                       LEASE of premises situate at
                                       Mount Pleasant Bilston West Midland


                                                     Phase 1
                                       -----------------------------------

<PAGE>
with all others now or hereafter entitled to the like right(s) of the easements
contained in a Deed dated 7 June 1979 and made between Don Everall P.S.V. Sales
Limited of the first part National Travel (West) Limited of the second part and
the Landlord of the third part (hereinafter called "the Gas Main Deed") and (iv)
the benefit (in common with all others now or hereafter entitled to the like
rights) of the easements contained in the Deed of even date herewith and made
between the Tenant of the one part and the Landlord of the other part
(hereinafter called "the Beldray Deed") EXCEPT AND RESERVING unto the Landlord
and its successors in title and its respective Tenants Agents Servants and
Licensees and all other persons who shall now have or may hereafter be granted
by the Landlord a similar right or rights or be otherwise therein authorised or
entitled the easements rights and privileges specified in Part I of the Third
Schedule hereto TO HOLD the same unto the Tenant subject to (i) the easements
quasi-easements covenants rights terms and conditions hereinafter contained or
to which the demised premises are or may be subject including (but without
prejudice to the generality of the foregoing) the reservations set out in the
Schedule to a Conveyance dated sixth day of October One Thousand Nine Hundred
and Seventy Eight and made between the National Coal Board of the one part and
the Landlord of the other part (hereinafter called "the Coal Board Conveyance")
and (ii) the easements rights and privileges excepted and reserved in the Second
Schedule to the Headlease a copy of which easements rights and privileges is set
out in Part II of the Third Schedule hereto and (iii) the easements rights and
privileges granted by the Landlord in the Beldray Deed in so far as they affect
the demised premises for the term of thirty five years from the twenty fifth day
of March One Thousand Nine Hundred and Seventy Nine (hereinafter called "the
said term") PAYING THEREFOR:

(a)      (i)      During the first five years following the date
                  hereof the yearly rent of One Hundred and Forty
                  Two Thousand One Hundred and Five Pounds
<PAGE>
                                    ((L)142,105.00) (hereinafter called "the
                                    Basic Rent")

                           (ii)     For the next five years and for each
                                    successive period of five years (or for so
                                    long as remains in the case of the last
                                    period) thereafter such rent as shall have
                                    been agreed between the Landlord and the
                                    Tenant or determined as hereinafter provided
                                    to be the current market rental value of the
                                    demised premises at that time pursuant to
                                    the provisions of Clause 5 of this Lease

                  (b)      (i)      During the first five years following the
                                    date hereof the further or additional yearly
                                    rent of Seven Thousand Three Hundred and
                                    Sixty Eight Pounds ((L)7,368.00)
                                    (hereinafter called "the Heating Rent")

                           (ii)     For the next five years and for each
                                    successive period of five years (or for so
                                    long as remains in the case of the last
                                    period) thereafter such rent as shall have
                                    been determined pursuant to the provisions
                                    of Clause 5(8) of this Lease

                  (c)      Throughout the said term by way of further or
                           additional rent all such sums of money equal to the
                           amount which the Landlord may expend in effecting or
                           maintaining the insurance and keeping insured the
                           demised premises for such sums as the Landlord shall
                           from time to time consider sufficient to cover the
                           cost of rebuilding the demised premises together with
                           such additions and/or improvements as may at any time
                           be made to the
<PAGE>
                  to the demised premises against loss or damage by fire flood
                  and other risks and special perils normally insured under a
                  comprehensive policy (hereinafter called "the insured risks")
                  including any sums by which the premium payable by the
                  Landlord in respect of the demised premises may hereafter be
                  increased by reason of any increase in the rate of such
                  premium in consequence of any improvements executed upon the
                  demised premises or in consequence of the user of the demised
                  premises by the Tenant and also for insuring Landlord's
                  fixtures and fittings therein against loss or damage by fire
                  and also for insurance of Architects and Surveyors fees and
                  three years rent of the demised premises such further and
                  additional rent to be paid on demand.

         (d)      The Basic Rent and the Heating Rent in respect of each year of
                  the said term is to be paid by equal quarterly payments in
                  advance on the usual quarter days in every year the first of
                  such payments or a proportionate part thereof calculated from
                  the date hereof to the quarter day next ensuing to be made on
                  the date hereof

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

         (1)      To pay the said reserved rents on the days and in the manner
                  aforesaid clear of all deductions if any of the said rents
                  hereby reserved shall remain unpaid for more than fourteen
                  days after the date upon which the same became due (whether
                  formally demanded or not) the Tenant shall pay interest at the
                  rate of two per centum per annum above the base rate of
                  Barclays Bank Limited in force from time to time for the
                  period from the date upon which the instalment of the rent
                  becomes payable until the date

<PAGE>

                  of actual payment of the same to the Landlord

         (2)      To pay all existing and future rates taxes assessments and
                  outgoings whatsoever whether parliamentary local or otherwise
                  now or hereafter imposed or charged upon the demised premises
                  or any part thereof or on the Landlord or Tenant in respect
                  thereof respectively PROVIDED ALWAYS that nothing herein
                  contained shall impose upon the Tenant any obligation to pay
                  or discharge any tax in respect of or arising out of or
                  relating to the grant of this Lease or any tax payable by the
                  Landlord in respect of rents and other payments arising
                  under this Lease or any tax payable as a result of any
                  dealing with any reversion immediately or mediately expectant
                  on the term hereby created or any other tax which in the
                  first place is assessed charged or imposed upon the Landlord
                  and is not made the Tenant's responsibility under the terms of
                  this Lease or is referable to the Landlord's interest in the
                  demised premises

         (3)      Not to sell or dispose of any earth clay gravel or sand from
                  the demised premises or permit the same to be removed.

         (4)      To keep the demised premises including the windows gutterings
                  sewers drains walls fences gates and roads thereof and all
                  additions thereto in good and substantial repair order and
                  condition (damage by any of the insured risks expected) and
                  so deliver up the same (but not the tenant or trade fixtures)
                  at the end or sooner determination the said term

<PAGE>

                  hereby created

         (5)      To paint with two coats at least of good quality paint in a
                  proper and workmanlike manner in every third year and in the
                  last year of the said term (whether determined by effluxion
                  of time or otherwise howsoever) all the gates fences and
                  outside wood stucco and ironwork and other outside parts of
                  the demised premises heretofore usually painted and any
                  additions thereto proper to be so painted and so often as may
                  be necessary but not less often than every third year and in
                  the last year of the said term as aforesaid in a workmanlike
                  manner to creosote distemper colour whitewash or otherwise
                  treat all other outside parts of the demised premises as have
                  usually heretofore been so treated all such work as aforesaid
                  to be done to the reasonable approval of the Landlord

         (6)      To paint with two coats at least of good quality paint in a
                  workmanlike manner in every fifth year and in the last year
                  of the said term (whether determined by effluxion of time or
                  otherwise howsoever) all inside wood and ironwork and other
                  inside parts of the demised premises heretofore usually
                  painted and any additions thereto proper to be so painted and
                  so often as may be necessary but not less often than every
                  fifth year and in the last year of the said term as aforesaid
                  in a workmanlike manner to distemper colour whitewash or
                  otherwise treat such other inside parts of the demised
                  premises as have usually heretofore been so treated (and on
                  the occasion of each repainting to grain varnish restore and
                  make good all ornamental work) all such work as aforesaid to
                  be done to the reasonable approval of the Landlord



<PAGE>

         (7)      To pay a reasonable proportion of the expense of repairing
                  rebuilding cleansing and maintaining all party walls fences
                  sewers drains pipes watercourses and other things the use of
                  which is common to the demised premises and the occupiers of
                  any adjoining or neighbouring premises and such proportion in
                  the case of dispute shall be conclusively determined by the
                  Landlord's Surveyor for the time being

         (8)      To permit the Landlord and its duly authorised surveyors or
                  agents with or without workmen and others upon giving one
                  weeks previous notice in writing twice or oftener in every
                  year during the said term at reasonable times to enter upon
                  the demised premises and the buildings thereon and every part
                  thereof to examine the state and condition of the same and
                  thereupon the Landlord may serve upon the Tenant notice in
                  writing specifying any repairs necessary to be done and
                  require the Tenant forthwith to execute the same and if the
                  Tenant shall not within twenty eight days after the service
                  of such notice proceed diligently with the execution of such
                  repairs then to permit the Landlord to enter upon the demised
                  premises and execute such repairs and the cost thereof shall
                  be a debt due from the Tenant to be paid to the Landlord and
                  be forthwith recoverable by action

         (9)      Not to build or permit or suffer to be built or erected any
                  building on the demised premises or to make any additions or
                  alterations to any
<PAGE>
                  buildings on the demised premises except in accordance with
                  plans elevations sections and specifications previously
                  approved by the Landlord such consent not to be unreasonably
                  withheld and to obtain any necessary planning consents and
                  permissions and other requisite permissions from the local or
                  other authorities before commencing such alterations

         (10)     Upon the receipt of any notice order direction or other thing
                  from any competent authority affecting or likely to affect the
                  demised premises whether the same shall be served directly on
                  the Tenant or the original or a copy thereof be received from
                  any underlessee or other person whatsoever the Tenant will so
                  far as such notice order direction or other thing or the act
                  regulations or other instrument under or by virtue of which it
                  is issued or the provisions hereof require it so to do comply
                  therewith at its own expense and will forthwith deliver to the
                  Superior Landlord and the Landlord a copy of such notice order
                  direction or other thing

         (11)     To use the demised premises [for the purpose of an
                  industrial building to be used for production and despatch and
                  including a warehouse within classes IV and X of the Town and
                  Country Planning Use Classes Order 1972 and ancillary social
                  club and not to use the demised premises or suffer or permit
                  the same to be used for any other purpose whatsoever except
                  with the previous consent of the Superior Landlord and the
                  Landlord which consent of the Landlord shall not be
                  unreasonably withheld so however that the Landlord's consent
                  shall not be treated or construed as being unreasonably
                  withheld if it is withheld on the grounds or any of the
                  grounds following that is to say:
<PAGE>
                           (i)      That the trade or business to be carried on
                                    is not quiet and inoffensive

                           (ii)     That the trade or business to be carried on
                                    is to be one which would be in conflict with
                                    the principles of good estate management

                           (iii)    That the giving of their consent would
                                    result in a change of user constituting
                                    development within the provisions of any
                                    Town and Country Planning Act order plan
                                    regulation permission consent or direction
                                    at the time being in force or any change or
                                    use which although not constituting
                                    development would prevent reversion to the
                                    present use of the demised premises]

         (12)     [(a)     Not to assign underlet charge or otherwise part with
                           possession of any part of the demised premises (here
                           meaning a portion only of the whole thereof) or to
                           share occupation of the whole or any part thereof for
                           all or any part of the said term

                  (b)      Not to assign underlet or part with or share
                           possession of the demised premises as a whole without
                           the previous consent in writing of the Landlord such
                           consent subject as hereinafter provided not to be
                           unreasonably withheld to an assignment or
                           underletting of the whole of the demised premises to
                           a respectable and responsible person firm or company
                           (who is able to meet and perform the obligations and
                           covenants herein contained) and provided further that
                           the Landlord shall be entitled to require as a
                           condition for the granting of any
<PAGE>
consent to an assignment or underletting out of this Lease

         (a)      direct covenants on the part of any assignee to observe the
                  terms of this Lease and to pay the rent hereby reserved and

         (b)      in the case of an assignment to a limited company the
                  personal guarantees of the Directors of such company or the
                  guarantee of the ultimate or superior holding company of the
                  proposed assignee if any or the guarantee of a third party of
                  standing acceptable to assignee as to payment of rent and to
                  performance and observance of the covenants and conditions
                  herein contained and

         (c)      in the case of an assignment to an individual or company not
                  normally resident in the United Kingdom an acceptable
                  guarantee by a United Kingdom resident

         (d)      notwithstanding anything herein contained the Tenant shall
                  not create or permit to be created any interest derived out of
                  the term hereby granted howsoever remote or inferior at a rent
                  less than the full market rent of the demised premises and
                  shall not create or permit the creation of any such derivative
                  interest as aforesaid save by instrument in writing containing
                  such absolute prohibition as aforesaid on the part of the
                  underlessee and those that may derive title under such
                  underlessee

         (e)      PROVIDED THAT nothing contained in this Clause shall prevent
                  the Tenant from underletting or sharing possession or
                  occupation of part only of the demised premises with a
                  subsidiary of the Tenant or another subsidiary of the Surety
                  subject to the prior
<PAGE>
                           written consent of the Landlord as set out in
                           sub-clause (b) hereof

         (13)     Within one month of every assignment assent transfer or
                  underlease (otherwise than by way of mortgage) of or relating
                  to the demised premises or any part thereof to give notice
                  thereof in writing with particulars thereof to the Solicitors
                  for the time being of the Landlord and produce such assignment
                  assent transfer or underlease or in the case of a devolution
                  of the interest of the Tenant not perfected by an assent
                  within twelve months of the happening thereof to produce to
                  the said solicitors the Probate of the Will or the Letters of
                  Administration under which such devolution arises and to pay
                  to them a proper registration fee of not less than L3.00 plus
                  value added tax at the appropriate rate for the time being in
                  force in respect of each such assignment transfer underlease
                  or devolution

         (14)     Not to do or permit or suffer to be done upon demised premises
                  or any part thereof anything (a) which may be or become a
                  nuisance annoyance or cause damage or inconvenience to the
                  Superior Landlord or the Landlord or the lessees or tenants of
                  the Landlord or the occupiers of any adjoining or neighbouring
                  premises or (b) whereby any insurance for the time being
                  effected on the demised premises must be rendered void or
                  voidable or (c) whereby the rate of premium thereon may be
                  increased unless the Tenant has provided full details in
                  writing of the changed circumstances giving note to such
                  increase and the Landlord has consented in writing thereto

         (15)     Not to exhibit on the outer wall or roofs of the
<PAGE>
                  demised premises or of any building or structure thereon any
                  sign signboard or hanging sign fascia advertisement placard or
                  lettering except such as may previously have been approved in
                  writing by the Landlord and in default the Landlord may enter
                  and remove the same at the Tenant's cost PROVIDED however that
                  the Tenant shall within three months of the date hereof erect
                  a sign in such position and of such form colour or design as
                  may be first approved by the Landlord displaying the name and
                  business of the Tenant such approval not to be unreasonably
                  withheld

         (16)     To ensure that every furnace employed in the working of
                  engines by steam or other motive power and every other furnace
                  employed in any building or erection on the demised premises
                  is constructed so as substantially to consume or burn the
                  smoke arising therefrom and not to use or suffer to be used
                  negligently any such furnace so that the smoke arising
                  therefrom is not substantially consumed or burnt and not to
                  cause or permit any grit or noxious or offensive effluvia to
                  be emitted from any engine furnace chimney or other apparatus
                  on the demised premises without using the best practicable
                  means for preventing or counteracting such emission and in all
                  aspects to comply with the provisions of the Clean Air Act
                  1956 (as amended) and with the requirements of any notice of
                  the local authority served thereunder

         (17)     To take such measures as may be necessary to ensure that any
                  effluent discharged into the drains or sewers which belong to
                  or are used for the demised premises in common with other
                  premises will not be corrosive or in any way harmful to the
                  said drains or sewers or cause any obstruction or deposit
                  therein
<PAGE>

         (18)     Not to discharge or allow to be discharged any solid matter
                  from the demised premises into the drains or sewers as
                  aforesaid not to discharge or allow to be discharged therein
                  any fluid of a poisonous or noxious nature of a kind
                  calculated to or that does in fact destroy sicken or injure
                  the fish or contaminate or pollute the water of any stream or
                  river and not to do or omit or allow to be done or omitted any
                  act or thing whereby the waters of any stream or river may be
                  polluted or the composition thereof so changed as to render
                  the Landlord liable to any action or proceedings by any person
                  whomsoever

         (19)     Not without the consent in writing of the Landlord to suspend
                  any weight from the roof or roof trusses or use the roof or
                  roof trusses of any building forming part of the demised
                  premises for storage of goods or to place or permit or suffer
                  to be placed any weight thereon or to permit any person or
                  persons to enter thereon save with a view to the execution of
                  necessary repairs and then only in such manner as to subject
                  the roof and roof trusses to the least possible strain

         (20)     Not at any time during the said term to do or allow to be done
                  or to bring or allow to be brought to the demised premises or
                  any part thereof any act matter or thing whereby the policy or
                  policies of insurance may be vitiated or (without advising the
                  Landlord) lessened in value and in particular not to burn any
                  refuse or rubbish on the demised premises except in an
                  incinerator especially constructed for that purpose and to
                  notify the Landlord in the event
<PAGE>
                  of the Tenant intending to store inflammable material and if
                  the insurers reasonably refuse to accept the risk incurred
                  thereby to remove such material

         (21)     To pay all expenses (including Solicitors costs and surveyor's
                  costs) incurred by the Landlord incidental to the preparation
                  and service of a notice under Section 146 and 147 of the Law
                  of Property Act 1925 notwithstanding forfeiture is avoided
                  otherwise than by relief granted by the Court

         (22)     To permit the Superior Landlord and the Landlord and all
                  persons authorised by them and their respective surveyors
                  agents and workmen after reasonable prior notice in writing to
                  the Tenant except in an emergency at all reasonable times and
                  convenient times in the daytime to enter on the demised
                  premises or any part thereof for the purpose of repairing or
                  building on any adjoining premises as occasion shall require
                  or for the purpose of making repairing maintaining cleansing
                  lighting and keeping in order and good condition all ways
                  roads sewers drains pipes gutters water-courses ditches
                  culverts fences hedges or other conveniences which shall
                  belong to or be used for the demised premises in common with
                  other premises and also for the purpose of laying down
                  maintaining repairing and testing drainage gas and water pipes
                  and electric wires or cables or for other similar purposes the
                  Landlord or such persons as aforesaid making good any damage
                  occasioned by such entry and causing as little inconvenience
                  as possible

         (23)     Not to use or suffer to be used the demised premises or any
                  part thereof for the manufacture sale or supply of beer wine
                  or spirits with the exception of that part of the demised
                  premises occupied by the Beldray Social Club
<PAGE>
         (24)     Not to hold or permit or suffer to be held any sale by
                  auction on the demised premises

         (25)     Not without the consent in writing of the Landlord first
                  obtained such consent not to be unreasonably withheld to
                  erect or permit or suffer to be erected any external wireless
                  or television mast or aerial or any mechanical or scientific
                  apparatus of any description on or about any part of the
                  exterior of the demised premises

         (26)     Not to permit any vehicles belonging to the Tenant its agents
                  or servants to obstruct any estate road or vehicle way in
                  the neighbourhood of the demised premises and to use its best
                  endeavours to ensure the Licencees or Invitees of the Tenant
                  shall not permit any vehicle to cause any such obstruction as
                  aforesaid

         (27)     Not to permit any new window light opening doorway path
                  passage drain or other physical encroachment right or
                  easement to be made or acquired into against or upon the
                  demised premises

         (28)     To permit the Landlord or its Agent at any time during the
                  last six months prior to the expiration or sooner
                  determination of the said term to enter upon the demised
                  premises upon not less than forty eight hours written notice
                  for the purpose of erecting a notice board in such a position
                  as not to interfere with the Tenant's use of or enjoyment of
                  the demised premises stating that the same are to let or for
                  sale and not to remove or interfere with or obscure the same
                  and during such period to permit all persons by order in
                  writing of the Landlord or its Agent to view the demised
                  premises
<PAGE>
                  and all parts thereof at all reasonable hours in the daytime
                  on not less than forty eight hours written notice without
                  interruption

         (29)     To keep such part of the land forming part of the demised
                  premises as is from time to time undeveloped and the grass
                  gardens and any trees shrubs and hedges in proper and neat
                  order and condition and any ditches streams culverts and
                  watercourses properly cleaned and cleared and the banks
                  thereof in proper repair and condition and in particular not
                  to deposit or permit to be deposited any rubbish or refuse
                  nor without the consent in writing of the Landlord (and then
                  only on such parts of the said land and subject to such
                  conditions as the Landlord may stipulate or impose) to store
                  stack or layout any materials used for the purpose of
                  manufacture or otherwise on any part of the said land

         (30)     In all respects to comply with all the provisions of the
                  Factories Town and Country Planning and Public Health Acts and
                  of all regulations thereunder and with any other obligations
                  imposed by law in regard to the demised premises and the
                  carrying on of the trade or business for the time being
                  carried on upon the demised premises

         (31)     To [comply in all respects with any covenants imposed on the
                  Landlord on the purchase by the Landlord of any disused mine
                  shafts situated on the demised premises from the National
                  Coal Board including (but without prejudice to the generality
                  of the foregoing) the covenants contained in the Coal Board
                  Conveyance and to keep the Landlord indemnified against all
                  costs expenses claims demands or proceedings arising
                  therefrom]

         (32)     To [keep the Landlord indemnified against all actions
<PAGE>
                  claims demands liabilities and responsibilities whatsoever
                  arising under the Gas Main Deed]

         (33)     The Tenant shall [at the expiration or sooner determination of
                  the said term granted by this Lease on being requested so to
                  do by written notice given by the Landlord remove or procure
                  the removal of all the matters specified in the Fourth
                  Schedule hereto or so much thereof as may be specified in such
                  notice either in accordance with the covenants in this Lease
                  or to the extent specified in such notice and make good to the
                  satisfaction of the Landlord's Surveyor all damage caused to
                  the demised premises by such removal]

         (34)     At the determination of the said term to yield up to the
                  Landlord the demised premises together with the said warehouse
                  unit and other buildings and erections and all fittings and
                  Landlords fixtures therein (but not the tenant or trade
                  fixtures and fittings) in good and substantial repair in
                  accordance with the Tenant's covenant herein contained
<PAGE>
3.       THE Landlord hereby covenants with the Tenant in manner following that
is to say:

         (1)      To insure and keep insured with some reputable insurance
         office selected by the Landlord in the joint names of the Landlord and
         the Tenant against destruction or damage by the insured risks for such
         sum as the Landlord shall from time to time consider sufficient to
         cover the cost of rebuilding the demised premises including three years
         loss of rent and all customary and proper architects and surveyors fees
         and whenever reasonably required to produce to the Tenant the policy
         or policies of such insurance and the receipts for the current premium
         and in case of any such destruction or damage as aforesaid happening to
         the demised premises (unless payment of the policy monies shall be
         withheld in whole or in part by reason of any act neglect or default of
         the Tenant) to reinstate restore place or rebuild the demised premises
         or the parts thereof so destroyed or damaged with all convenient speed

         (2)      In the event of the demised premises or any part thereof at
         any time during the tenancy being damaged or destroyed by any of the
         insured risks so as to be unfit for habitation and use then the rent
         hereby reserved or a fair proportion thereof according to the nature
         and extent of the damage sustained shall be suspended and cease to be
         payable until the demised premises shall again be rendered fit for
         occupation and use or for three years whichever shall be the shorter
         and in case of any difference between the parties under this present
         proviso the same shall be referred to a single arbitrator umpire
         appointed by the parties or in default of agreement by the President
         for the time being of the Royal Institution of Chartered Surveyors
         under the provisions of the Arbitration Act 1950
<PAGE>
         (3)      That the Landlord and its successors in title will [make up
         the roadway referred to in the Beldray Deed to the requirements of the
         Highway Authority and will indemnify the Tenant and its successors in
         title from and against all costs charges and claims in connection with
         such making up maintenance and adoption]

         (4)      That the Tenant paying the rents hereby reserved and
         performing and observing the several covenants and agreements herein
         contained and on the Tenant's part to be observed and performed shall
         and may peaceably and quietly hold and enjoy the demised premises
         during the said term without any interruption or disturbance from or by
         the Landlord or any person or persons rightfully claiming under or in
         trust for the Landlord

4.       IT is hereby agreed between the Landlord and the Tenant as follows:

         (1)      That if the rents hereby reserved or any part thereof
         respectively shall be unpaid for twenty one days after becoming payable
         (whether formally demanded or not) or if any of the covenants on the
         Tenant's part herein contained shall not be performed or observed or if
         the Tenant shall be wound up whether voluntarily (save for the purpose
         of reconstruction or amalgamation) or compulsorily or if the Tenant for
         the time being not being a corporation shall have a receiving order in
         bankruptcy made against any or all of them or if the Tenant shall enter
         into any arrangement or composition for the benefit of the Tenant's
         creditors or shall suffer any distress or execution to be levied
<PAGE>
         upon its goods which shall remain unsatisfied for seven days then and
         in any such case it shall be lawful for the Landlord at any time
         thereafter to re-enter upon the demised premises or any part thereof in
         the name of the whole and thereupon this demise shall absolutely
         determine but without prejudice to any right of action of the Landlord
         in respect of any antecedent breach of the Tenant's covenants and
         conditions herein contained

         (2)      All notices consents or approvals to be given hereunder shall
         be in writing and shall be sufficiently given to any party if sent by
         registered post or the recorded delivery service addressed to that
         party at that party's last known address or place of business or that
         party's registered office in the case of a document to be served on or
         given to the Landlord (or where the Tenant for the time being is a
         Corporation) if so sent to the place of business or registered office
         of the Landlord's or the Tenant's respective agents duly authorised to
         receive the same

         (3)      Where two or more persons shall have been herein named as and
         are parties hereto under the expression "the Tenant" or "the Surety"
         covenants hereinbefore entered into by the Tenant or the Surety shall
         be deemed to have been entered into with the Landlord by both or all of
         the persons so named as aforesaid and their liability under such
         covenants shall be that of joint and several covenantors

         (4)      No estate or interest in the soil of any road or roads or
         footpath adjacent to the demised premises is or shall be deemed to be
         included in the demise herebefore contained

         (5)      [All electrical installations and other fixtures and fittings
         installed in the demised premises by the Tenant (except only such
         tenant's and trade fittings and fixtures
<PAGE>
                  as may not be affixed to the structure of the premises) shall
                  become and remain the property of the Landlord notwithstanding
                  that such installations may be made in whole or part
                  subsequent to the grant of this Lease]

5.       (1)      THE Basic Rent hereby reserved shall be reviewed on the
                  nearest quarter day to the end of the fifth tenth fifteenth
                  twentieth twenty fifth and thirtieth years calculated from the
                  date hereof (each such occasion being referred to as "the
                  review date") and shall be adjusted in an upward direction
                  only in accordance with the following provisions only

         (2)      The Basic rent payable from each review date shall be the best
                  rent at which the demised premises might reasonably be
                  expected to be let on the open market at such review date with
                  vacant possession subject to similar covenants and conditions
                  (other than the amount of rent) to those contained in this
                  Lease including the restrictions on user contained in this
                  Lease and for the period of this Lease unexpired (hereinafter
                  called "the current market rent") but excluding

                  (i)      any effect on rent of the fact that the Tenant or a
                           predecessor in title has been in possession of the
                           demised premises

                  (ii)     any goodwill attached to the demised premises by
                           reason of the carrying on thereat of the business of
                           the Tenant (whether by it or by its predecessors
<PAGE>

                            in that business)

                  (iii)     any effect on rent of any improvement carried out by
                            the Tenant otherwise than in pursuance of an
                            obligation imposed by this Lease

                  (iv)      any effect on rent of the works and improvements
                            specified in the Fourth Schedule hereto carried out
                            prior to the date hereof at the Tenant's expense

         (3)      If the current market rent of the demised premises at the
                  review date shall exceed the Basic Rent then being paid then
                  the rent payable for the next succeeding period of five years
                  of the said term shall be the current market rent

         (4)      When the current market rent shall have been ascertained as
                  aforesaid such rent shall as from the review date be the
                  Basic Rent reserved hereunder and all arrears of such rent
                  shall become due and payable to the Landlord on the rent day
                  immediately succeeding the date of such ascertainment with
                  (by way of additional rent) interest at the rate of two
                  per-cent per annum above the base rate of Barclays Bank
                  Limited in force at the date of review date (hereinafter
                  called "the specified rate") calculated from the review date
                  on the amount of Basic Rent underpaid

         (5)      Until the current market rent shall have been ascertained the
                  Tenant shall continue to pay the Basic Rent at the rate
                  payable during the immediately preceding period of five years
                  and such payment shall be treated as paid on account of the
                  current market rent when ascertained

         (6)      Provided that in no circumstances shall the Basic Rent
                  payable during any successive period of five years of the
                  said rent after the first of such periods be less than the






<PAGE>

                  Basic Rent payable during the immediately preceding period of
                  five years

         (7)      Either party may serve on the other a notice in writing
                  requiring a rent review (which notice shall not be served
                  earlier than a date being six months before the review date)
                  and upon receipt of such notice the other party shall
                  forthwith enter into negotiations to fix the current market
                  rent for the next rent period and if the parties fail to
                  agree the current market rent by the review date then the
                  matter may be referred to a single arbitrator who (failing
                  agreement between the parties hereto) shall be nominated on
                  the application of either party by the President for the time
                  being of the Royal Institution of Chartered Surveyors whose
                  decision shall be final

         (8)      (i)      The Heating Rent shall be reviewed on each review
                           date and shall be adjusted in an upward direction
                           only in accordance with the following provisions

                  (ii)     The Heating Rent reserved hereunder and payable from
                           each review date shall be either the rent payable for
                           the immediately preceding period of five years or
                           such rent increased by the same percentage by which
                           the Basic Rent is increased for the same period
                           whichever shall be greater

                  (iii)    All arrears of such rent shall become due and payable
                           to the Landlord on the rent day immediately
                           succeeding the



<PAGE>
                           date of ascertainment of the Basic Rent with (by way
                           of additional rent) interest at the specified rate
                           calculated from the review date on the amount of
                           Heating Rent underpaid

                  (iv)     Until the date of ascertainment of the Basic Rent
                           the Tenant shall continue to pay the Heating Rent at
                           the rate payable during the immediately preceding
                           period of five years and such payment shall be
                           treated as paid on account of the Heating Rent when
                           ascertained

         (9)      In respect of Clause 5 of this Lease time shall not be deemed
                  to be of the essence

6.       (1)      THE Surety HEREBY COVENANTS with the Landlord that the Tenant
         will at all times pay the rent hereby reserved on the days and in the
         manner aforesaid and will observe and perform the covenants and
         conditions contained in these presents and on the part of the Tenant to
         be observed and performed and that if the Tenant shall make any default
         in the payment of the said rent in the manner aforesaid or in observing
         and performing the said covenants and conditions or any of them then
         and in any such case the Surety will pay and make good to the Landlord
         on demand all losses damages costs and expenses sustained by the
         Landlord through the default of the Tenant in respect of any of the
         before mentioned matters PROVIDED ALWAYS that notwithstanding the
         forbearance by the Landlord to enforce against the Tenant the payment
         of the said rent or the observance or performance of the Tenant's
         covenants and conditions or the giving of time by the Landlord to the
         Tenant in relation thereto the Surety shall not thereby be discharged
         from liability under the foregoing covenant nor shall such liability be
         in any way lessened or affected thereby

         (2)      The Surety hereby further covenants with the Landlord that if
         the Tenant shall go into liquidation and the liquidator shall disclaim
<PAGE>
         these presents or the Tenant shall be wound up or cease to exist (or if
         the Tenant for the time being shall be an individual and shall become
         bankrupt and the Trustee in Bankruptcy shall disclaim this Lease) and
         if the Landlord shall within three months after such disclaimer or
         other event putting an end to the effect of the presents as aforesaid
         so far as concerns the Tenant by notice in writing require the Surety
         to accept a Lease of the demised premises for a term commensurate with
         the residue which if there had been no disclaimer or if these presents
         had continued to have effect as aforesaid would have remained of the
         term granted by these presents at the same rent and subject to the like
         covenants and conditions as are reserved by and contained in these
         presents (with the exception of this sub-clause and the immediately
         preceding sub-clause) the said new Lease and the rights and liabilities
         thereunder to take effect as from the date of the said disclaimer or of
         these presents ceasing to have effect as aforesaid and in such case the
         Surety shall pay the costs of and accept such new Lease accordingly and
         will execute and deliver to the Landlord a Counterpart thereof

         (3)      For the avoidance of doubt the liability of the Surety
         hereunder shall continue during the whole of the said term

7.       THE fees of the Landlord's solicitors for the preparation and
         completion of this Lease and a Counterpart thereof and the stamp duty
         on such Counterpart shall be paid by the Tenant

         IN WITNESS whereof the Landlord and the Tenant have caused their
         respective Common Seals to be hereunto affixed the day and year first
         before written
<PAGE>
                               THE FIRST SCHEDULE before referred to

                              The Demised Premises

ALL THAT piece of land situate at Mount Pleasant Bilston West Midlands which
piece of land is for the purpose of identification only delineated on the plan
No. 1 attached hereto and thereon edged red Together With the Factory Premises
and other buildings erected thereon and the Landlord's fixtures fittings and
equipment therein or thereon Provided That any part of a wall of the premises
which also forms part of a building erected or in course of erection on any
adjoining land shall be a party wall and shall be maintained and repaired
accordingly

                              THE SECOND SCHEDULE before referred to

                                     PART I

                    Tenant's easements rights and privileges

1.       The right (in common with the Landlord and all other persons now or
hereafter entitled to the like right) so far as may be necessary of ingress to
and egress from the demised premises over a road or way suitable for heavy
vehicles through Barton Industrial Park which is for the purpose of
identification only edged green on Plan No. 2 attached hereto (hereinafter
called "Barton Industrial Park") to connect with the land coloured brown on Plan
No. 2 attached hereto such right of way to be the principal access to the
demised premises pending completion of the roadway referred to in the Beldray
Deed whereupon such right shall only be exercised when access over such roadway
shall for any reason be curtailed

2.       The full and free right and liberty to cross Barton Industrial Park (on
foot only) in the event of a fire or other emergency (actual or believed)
occurring on the demised premises

3.       Full and free right and liberty for the Tenant (jointly and in common
with the Landlord and any owners or occupiers for the time being of Barton
Industrial Park and their respective successors
<PAGE>
                            [Diagram of Plan No. 1]
<PAGE>






                            [Diagram of Plan No. 2]
<PAGE>
         in title) to use the drains sewers and other services now or to be laid
         under and in the demised premises and Barton Industrial Park the Tenant
         paying a proportionate part towards the costs of maintaining and
         repairing the said drains sewers and other services

4.       Full and free right and liberty for the purposes aforesaid and for
         repairing maintaining and cleansing the said drains sewers and other
         services to enter and break up such parts of the surface of Barton
         Industrial Park making good nevertheless all damage done and restoring
         the surface as soon as practicable

5.       The right of lateral and subjacent support and protection for the
         demised premises by and from the adjoining parts of Barton Industrial
         Park and any building erected or in course of erection thereon

6.       Such rights of access to and entry upon such parts of Barton Industrial
         Park as are necessary for the repair and maintenance of the demised
         premises and for the proper performance and observance of the
         restrictions stipulations and conditions herein contained or for the
         exercise of the Tenant's rights hereunder the Tenant giving to the
         occupiers of such adjoining parts at least forty eight hours notice
         before exercising such rights (except in case of emergency) and making
         good all damage occasioned by such exercise

                                    Part II

A copy of the easements rights and privileges contained in the First Schedule
                                to the Headlease

1.       The right (in common with the Lessee and all other persons entitled to
         a like right) to pass and repass over and
<PAGE>
         across the strip of land between the demised land and Peascroft Lane
         aforesaid until such time as such strip of land shall form part of the
         highway

         2.       Full and free right and liberty for the Lessee (jointly and
         in common with the Council and their successors in title) to use the
         drains sewers and other services now or to be laid under and in any
         adjoining or neighbouring property of the Council

         3.       Full and free right and liberty for the purposes aforesaid
         and for repairing maintaining and cleansing the said drains sewers and
         other services to enter and break up the surface of such adjoining or
         neighbouring property of the Council making good nevertheless all
         damage done and restoring the surface as soon as practicable

         Note: "the Lessee" is the Tenant; "the Council" is the Superior
         Landlord and "the demised land"; forms part of the demised premises

                     THE THIRD SCHEDULE before referred to

                                     PART I

                     Landlord's Exceptions and Reservations

         1.       The free and uninterrupted passage and running of water soil
         effluent drainage steam gas electricity and telephone or other service
         or supply to and from Barton Industrial Park into through and along all
         sewers drains watercourses conduits pipes wires and cables which now
         are or may hereafter during the term hereby granted be in or over
         under or upon the demised premises or any part thereof

         2.       The full right and liberty (which shall extend to the
         Superior Landlord in respect of any adjacent or neighbouring lands and
         buildings of the Superior Landlord) without obtaining any consent from
         or making any compensation to the Tenant at any time hereafter as need
         or occasion shall arise to execute any works or erections or carry out
         any repairs or alter or rebuild any adjacent or neighbouring lands and
         buildings on Barton Industrial Park and to use the same in
<PAGE>
         any manner and for any purpose as the Superior Landlord or the Landlord
         or other the owner thereof for the time being may think fit and the
         Tenant shall not be or become entitled to any rights of access of light
         or air to the demised premises and any other easement right or
         privilege whatsoever which would restrict or interfere with the use of
         the said adjacent or neighbouring land and buildings (whether or not of
         the Landlord) in any manner and for any purpose as aforesaid

         3.       The right to lay construct and maintain gas water steam and
         other pipes drains electric telegraphic telephone and other wires and
         cables and appliances (with necessary inspection chambers) through
         under or upon the demised premises or any part thereof and the right
         for the Landlord and the owner or owners for the time being of Barton
         Industrial Park and their respective Agents Surveyors and workmen from
         time to time and at all reasonable times and with materials and tools
         to enter upon the demised premises to carry out the works aforesaid and
         also for the purpose of having access to valves cleaning repairing
         replacing and renewing the said pipes drains telegraphic telephone and
         other wires cables and appliances and also for the purpose of executing
         repairs or alterations to the adjacent or neighbouring lands and
         buildings on Barton Industrial Park the persons or person exercising
         such right causing as little inconvenience as possible to the Tenant
         and making good to the reasonable satisfaction of the Tenant all damage
         done by reason of the carrying out of any such works

         4.       The right of lateral and subjacent support and protection for
         Barton Industrial Park and any buildings now or hereafter to be erected
         thereon by and from the adjoining parts of the demised premises
         together with all other easements and rights now belonging to or
         enjoyed by all adjacent or
<PAGE>

         neighbouring land or buildings and interest wherein whether in
         possession or reversion is at any time during the term hereby granted
         vested in the Landlord and in particular but without prejudice to the
         generality of the foregoing the right to erect buildings on Barton
         Industrial Park that connect to and the structure of which is affixed
         to and supported by the demised premises


                                    PART II

A copy of the exceptions and reservations contained in the Second Schedule to
the Headlease

1.       The free right of passage and of running of water soil gas and
electricity from the adjoining and neighbouring land of the Council and the
buildings now or hereafter to be erected thereon through the sewers drains pipes
channels and wires in upon or under the demised land

2.       The free right to enter upon the demised land for the purpose of making
connections with such sewers drains pipes channels and wires or any of them for
the purpose of exercising the said right of passage and of running of water soil
gas and electricity

3.       The free right to enter upon the demised land for the purpose of
repairing renewing inspecting maintaining and laying such sewers drains channels
and wires in upon or under the demised land

4.       The free right to execute works and erections upon or to alter or
rebuild any of the buildings erected on such adjoining and neighbouring land
aforesaid in such manner as they may think fit notwithstanding that the access
of light and air to the demised land and the building may thereby be interfered
with PROVIDED ALWAYS that the Council's rights set out above in paragraphs 2 and
3 of this Schedule shall be exercisable (except in an emergency) on four weeks
written notice to the Lessee the Council occasioning as little damage as
possible which shall be made good as quickly as may be reasonably practicable


Note: "the Council" is the Superior Landlord and "the Lessee" is the Tenant
"the demised land" forms part of the demised premises and "the Building" is
that covenanted to be erected on the demised land by the Lessee


<PAGE>

         THE FOURTH SCHEDULE before referred to

         1.       The items comprised in the fitting-out Contract dated the
twelfth day of December One Thousand Nine Hundred and Seventy Eight and made
between Beldray Limited of the one part and William Whittingham Limited of the
other part (a copy of which has for identification purposes been initialled on
behalf of the parties hereto)

         2.       The following items have been incorporated into the said
Contract at additional cost to Beldray Limited

(i)      All electrical wiring and/or lighting to the Warehouse Area from the
         mains distribution board

(ii)     Electrical lighting column to car-park area

(iii)    Fire Alarm System to canteen and amenity block

(iv)     Kitchen/Canteen servery wall and security screen

(v)      Alterations to lighting in seconds store

(vi)     Increase in wall tiling to kitchen area

(vii)    Painting to service pipework in warehouse area

(viii)   Supply and installation of fire extinguishers

(ix)     Sundry extras to heating to canteen and amenity block
         comprising two additional radiators larger convector heater
         and increased bore in respect of main feed pipes

(x)      Ventilation to paint shop

(xi)     External and internal signs

(xii)    Extension gas supply to kitchen fittings

(xiii)   Additional stores in kitchen area

(xiv)    Provision of double doors to medical room

(xv)     Provision of security gate

(xvi)    Transferring equipment in paint shop to the final location and re-shut
         and cut holes






<PAGE>
THE COMMON SEAL of             )
                               )
BARTON INDUSTRIAL PARK         )
                               )
LIMITED was hereunto affixed   )
                               )
in the presence of:            )


[SEAL]                  /s/                             Director
                        -------------------------




                        /s/                             Authorised Signatory
                        -------------------------