<Page>

                                                                   Exhibit 10.14

                                REAL ESTATE LEASE


LANDLORD:           PAULA GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
                    mbH & CO. VERMIETUNGS-KG
                    AUGUSTAANLAGE 33
                    68165 MANNHEIM

TENANT:             VARTA GERATEBATTERIE GmbH
                    DAIMLERSTRASSE 1
                    73479 ELLWANGEN


                                    Section 1
                              CONTRACT INFORMATION

1.      LEASED PROPERTY

1.1     Land

        Rohlingen Land Register, Ellwangen (Jagst) Local Court District, Page
        5832, Local Subdistrict: Rohlingen, Municipality: 73479 Ellwangen,
        Street: Veit-Hirschmann-Str. 8:

        a)   Cadaster Neunheim NO 4372, Lot 566 at 21,480 m POWER OF 2

        b)   Cadaster Neunheim NO 4372, Lot 566/2 at 8,150 m POWER OF 2

1.2     Building with grounds

        Ground-floor and upper-floor storage area with office and communal areas

1.3     Movable property

        The movable property and operating equipment located on this land are
        not included in this lease. Leasing of these items is covered in a
        separate agreement.

1.4     Landlord's lease with E-Plus

        Tenant is aware of Landlord's lease with E-Plus Mobilfunk GmbH of
        Dusseldorf for the roof area of the leased property. The former owner of
        the leased property, Mr. Helmut Rommel of Ellwangen, terminated this
        lease on December 31, 2002. Landlord assumes no liability for the
        effectiveness of this termination and the timely vacating of the
        property. Tenant hereby permits all actions necessary to fulfill
        obligations under this lease.

                                                                      [initials]

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2.      TERM OF LEASE

        The binding basic term of lease is 21 years.

3.      PRELIMINARY TOTAL INVESTMENT COSTS - TIC -

<Table>
<Caption>
                                                              IN EUROS

        <S>                                              <C>
        Land:                                               944,473.00
        Building:                                         8,938,656.00
        Collateral costs of purchase / Miscellaneous:       500,000.00
                                                         -------------
        Total:                                           10,383,129.00
                                                         =============
</Table>

4.      PAYMENTS

4.1     omitted
4.2     omitted

4.3     During the term of lease, per month
        -Rent: -preliminary:       see Appendix 1
        -Administrative costs:     EURO 2,982.00
        -Ancillary costs as incurred

        Rent payments will foreseeably be adjusted 10 years after the start of
        the interest rate guarantee.

5.      SALES TAX

5.1     Landlord shall exercise the taxability option in accordance with
        Section 9 of the Sales Tax Act, shall charge the currently applicable
        sales tax for all taxable payments, including those for which taxability
        is subsequently determined, and shall invoice these amounts separately.
        This includes, for example, rent and advance rent payments, transaction
        fee, administrative costs, and ancillary costs.

5.2     Tenant guarantees to Landlord that he or another user is using or
        intends to use the leased property as defined by Section 9, Paragraph 2
        of the Sales Tax Act exclusively for sales that do not preclude
        deduction of input tax. Tenant agrees to maintain for Landlord, if
        necessary, a full and complete documentation of all original sales
        transacted on or with the leased property. If Tenant or another user
        deriving his right of use directly or indirectly from Tenant does not
        use the leased property exclusively for sales that do not preclude the
        deduction of input tax, and if Landlord must therefore return reimbursed
        input tax in full or in part to the tax authorities, or if Landlord does
        not receive payments of input tax for this reason, then Landlord shall
        have the option of choosing whether he wishes to be reimbursed by Tenant
        for the resulting loss in input tax or whether he will adapt the rent
        payments to the higher total investment costs (TIC).

                                                                      [initials]

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                                    Section 2
                                 LEASED PROPERTY

1.      The leased property is in a functional and usable condition, and is
        hereby acknowledged as such by Tenant, who already has possession of the
        leased property. Any renovation or expansion work must be agreed upon
        separately as necessary.

                                    Section 3
                BEGINNING OF TERM OF LEASE/TRANSFER OF POSSESSION

1.      The term of lease shall begin on September 1, 2001.

                                    Section 4
                         TOTAL INVESTMENT COSTS ("TIC")

1.      The TIC include all costs of procurement, manufacturing costs, and all
        other capitalizable costs of the leased property (including any
        non-deductible input tax as well as costs necessary for removing
        existing contaminants). The TIC also include all costs for construction
        financing, unless otherwise regulated under Section 6.

2.      The TIC shall form the basis for calculating the payments listed in
        Section 1 Item 4.

3.      The current calculation of the TIC is preliminary. The final TIC shall
        be reported to Tenant after the final calculation.

4.      If the actual TIC are lower than the preliminary TIC, then Tenant shall
        reimburse Landlord for any costs incurred from the failure to make use
        of financing funds provided, so long as the financing funds are provided
        in consultation with Tenant with respect to the guarantee of the
        financing interest rate.

5.      If the actual TIC are higher than the preliminary TIC, then Landlord and
        Tenant shall first jointly attempt to obtain a corresponding increase in
        financing. If this is not possible, and if no other mutually agreeable
        solution is reached between Landlord and Tenant, then Landlord may
        demand that Tenant a make a non-recurring advance rent payment equal to
        the amount that the preliminary TIC are exceeded. This advance rent
        payment shall not bear interest, and shall be offset as rent in equal
        amounts over the term of lease pursuant to Section 1 Item 4.3. A
        repayment of these advance rent payments is precluded, particularly in
        the event of preliminary termination pursuant to Section 14 Items 2 and
        3.

                                                                      [initials]

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                                    Section 5
                                    PAYMENTS

1.      BASIS OF CALCULATION

        Until the final TIC are calculated, the preliminary TIC shall form the
        basis for rent payments, transaction fee, and administrative costs. Once
        the final TIC are calculated, the payments to be made, including credits
        for previous payments, shall be recalculated retroactive to the
        beginning of the term of lease.

        If the basis of calculation changes, then all payment obligations shall
        change accordingly.

2.      RENT PAYMENTS

        Rent shall be due on the 25th day of the current month for each calendar
        month. If the term of lease begins within a calendar month, then rent
        must be paid proportionally for that month.

3.      OTHER PAYMENT OBLIGATIONS

3.1     The transaction fee shall be waived.

3.2     Administrative costs shall be billed on a monthly basis. They shall be
        charged beginning with the signing of the lease, and shall be due on the
        25th day of the current month for each calendar month. The
        administrative costs shall increase each year by 1.5% of the previous
        year's amount. The first increase shall take place on January 1 of the
        second year following the signing of the lease.

3.3     The remaining payments stipulated in Section 1 Item 4 shall be due upon
        presentation of invoice.

4.      ADJUSTMENT

        At the time of the adjustment, Landlord shall negotiate the financing
        interest rate with his financial institution. The rent amounts to be
        paid by Tenant shall be recalculated using the same calculation method
        as that used for the original rent and taking the negotiated financing
        interest rate into consideration. In this process, Landlord shall also
        specify the date of the new adjustment in consultation with Tenant and
        taking the opportunities on the capital markets into consideration.

                                                                      [initials]

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5.      DIRECT DEBITING

        Landlord shall collect all amounts to be paid in conjunction with this
        lease through direct debit from account No. 1009000 at Commerzbank
        Aalen, Bank routing No. 614 400 86.

                                    Section 6
                                 ANCILLARY COSTS

1.      All costs and charges associated with the leased property and not
        included in the TIC are ancillary costs. These ancillary costs, which
        must be borne by Tenant, include in particular the taxes, public
        charges, insurance costs, and other costs incurred by the leased
        property and if necessary its financing, e.g. Landlord's costs of
        acquiring financing (assessment costs, land charge registration costs,
        and land charge entry costs), costs of necessary legal action,
        accounting costs, costs of preparing Landlord's annual financial
        statements, leaseholding taxes, any commercial tax payments by Landlord,
        all ancillary costs incurred through the signing of land sales
        agreements and leaseholding agreements, annual costs of property
        inspections, third-party administrative costs of the leasing company
        (particularly: auditing costs, Chamber of Commerce and Industry
        contributions, compensation for the personally liable partner, costs of
        changes to bylaws), start-up costs, costs for tax consultation, etc.,
        even if they are only incurred subsequently. The leased object was
        purchased from the prior owner, Mr. Helmut Rommel, as a non-taxable land
        transfer. If, however, the tax authorities proceed from the assumption
        of a taxable land transfer, and if Landlord must therefore pay sales tax
        to Mr. Helmut Rommel, then Tenant must reimburse Landlord upon
        presentation of evidence for any associated financing costs incurred.
        Tenant shall further reimburse Landlord for interest payments associated
        with the purchase of the leased property that Landlord must pay to the
        seller until the seller's loan obligations to Landesbank
        Baden-Wurttemberg are discharged.

2.      Tenant must pay all operating costs for the leased property resulting
        from Appendix 3 to Section 27 Paragraph 1 of the Ordinance on Housing
        Computations (Second Computation Ordinance) as amended.

3.      Tenant shall pay the ancillary costs directly in his own name, and shall
        obtain the necessary approvals to do so from the payment recipients
        and/or shall enter into the necessary agreements in his own name to the
        extent possible. If this is not possible for legal or practical reasons,
        then Tenant shall reimburse Landlord immediately upon demand for the
        ancillary costs.

4.      Landlord agrees to provide evidence to Tenant for ancillary costs that
        Landlord incurs directly.

                                                                      [initials]

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                                    Section 7
                               PAYMENT MODALITIES

1.      Landlord may at his discretion offset payments received from Tenant with
        all outstanding obligations of Tenant under this lease.

2.      If Tenant is in arrears with a rent payment or other payment obligation,
        then Landlord may demand interest on overdue payments of 5% over the
        currently applicable discount rate (= base interest rate pursuant to
        Section 1 Paragraph 1 of the Transitional Law on Discount Rates).
        Landlord reserves the right to assert additional claims. Tenant's right
        to provide evidence that Landlord has not incurred damages or that these
        damages are materially lower shall remain unaffected thereby.

3.      The parties shall have a right of offset or withholding only if the
        claims are uncontested or legally established.


                                    Section 8
                               LANDLORD'S WARRANTY

1.      Tenant may derive claims from defects in the leased property if Tenant
        is not himself responsible for them. In the event of a short-term loss
        of use for which neither of the contracting parties is responsible,
        Tenant's obligation to make payment in full on each due date in
        accordance with Section 5 shall remain unaffected. In the event of a
        long-term loss of use for which Tenant is not responsible, Tenant may
        reduce the rent accordingly. Further claims, particularly claims against
        Landlord for damages, shall be precluded.

2.      So long as Tenant remains obligated to payment pursuant to Item 1,
        Landlord shall assign to Tenant for reasons of fulfillment any warranty
        and compensation claims against third parties to which Landlord is
        entitled, i.e. Landlord shall himself bear the risk of enforceability
        and the value of the assigned claims. If Tenant is responsible for the
        defect, then he shall bear the risk of enforceability and the value of
        the assigned claims. Tenant accepts the assignment. Tenant shall assert
        the assigned claims at his own expense in a timely manner, and shall use
        the funds received to eliminate defects and improve the utility of the
        leased property.

3.      After taking possession of the leased property, Tenant shall report
        immediately to Landlord any defects and damage to the leased property.

                                    Section 9
                               REPAIR, MAINTENANCE

1.      Tenant shall exercise due care in his use of the leased property, and
        shall maintain the property at his own expense in a constantly
        functional condition suitable for use in

                                                                      [initials]

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Page 7 of Real Estate Lease

        accordance with the lease. He shall perform all maintenance, upkeep, and
        repair work, including cosmetic repairs. In the event of imminent
        danger, Landlord may have the necessary aforementioned work and repairs
        performed immediately at the expense of Tenant, or if there is no
        imminent danger, Landlord may have the work performed after unproductive
        warnings with a grace period of one month.

        Tenant's obligation for repair shall be waived in the event that the
        leased property is completely or partially destroyed due to reasons for
        which Tenant is not responsible (Section 10 Item 3). In the event of
        glass breakage, Tenant shall be responsible for repair in any case,
        regardless of whether he is responsible for this breakage.

2.      Tenant shall fulfill the respective statutory and official regulations,
        including those which involve Landlord as the owner (e.g. duty of
        occupant to make premises safe for persons within the leased areas).
        Tenant shall directly fulfill structural and operational requirements at
        his own expense.

3.      Tenant shall indemnify Landlord against claims from third parties that
        arise during the term of this lease in association with the leased
        property, so long as Tenant is responsible for such claims and Landlord
        is not responsible for the occurrence of the claim.

4.      Landlord or one of his authorized agents must be granted unhindered
        access to the leased property at appropriate times of day with advance
        notice.

                                   Section 10
                                  RISK OF LOSS

1.      The statutory regulations regarding rent abatement or the ending of the
        obligation to pay rent shall apply in the event of the accidental loss
        or the partial or complete destruction of the leased property for which
        Tenant is not responsible, or long-term loss of use for which Tenant is
        responsible. In this case, either party may demand premature termination
        of the lease; this shall not apply, however, if the destruction is only
        partial.

        In cases other than those specified in Paragraph 1, Sentence 1, Tenant
        shall make all payments under this lease, regardless of the condition
        and functioning of the leased property.

2.      If Tenant is responsible for the complete or partial loss or destruction
        of the leased property, or the long-term loss of use, then in the event
        of imminent danger, Landlord shall immediately have the right to perform
        the necessary measures to make the premises safe for persons within the
        leased property at Tenant's expense, or if there is no imminent danger,
        Landlord may perform such measures after unproductive warnings with a
        grace period of one month. In other respects, Tenant must notify
        Landlord in writing within an appropriate period after the occurrence of
        such an event:

2.1     if he wishes to restore the condition in accordance with the lease by
        rebuilding the leased

                                                                      [initials]

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        property in consultation with Landlord, or replacing it with a structure
        that is of the same type or of equal value, or by repairing the damage.
        If Landlord receives compensation payments from third parties (parties
        who caused the damage, insurance companies, etc.), then he shall make
        these available for restoration of the leased property to a condition
        equivalent to that when the damage occurred. If the compensation
        payments are insufficient for restoration, then Tenant shall bear the
        additional costs. Tenant shall bear the risks and dangers of
        reconstruction.

2.2     if he demands the premature termination of the lease. Tenant has the
        right to premature termination in these cases only if he simultaneously
        agrees to make the payments pursuant to Section 14 Item 5, and the
        reconstruction of the leased property is not required due to other
        obligations of Landlord (e.g. official requirements).

        Following premature termination, Landlord must sell the leased property.
        Once the sale is complete, Landlord shall return to Tenant any
        compensation payments paid by third parties as well as the earnings from
        the sale up to the amount of the payments made pursuant to Section 14
        Item 5.

3.      Tenant shall be responsible for his own negligence, the negligence of
        his vicarious agents, as well as circumstances that fall within the
        scope of risk for his company. This shall apply in particular for damage
        caused by Tenant, his employees, his customers, or third parties
        employed by him, as well as a material worsening of his financial
        situation. Tenant shall not be responsible for circumstances whose risk
        of occurrence were not significantly increased by the operations of the
        company (original property risk).

                                   Section 11
                               INSURANCE COVERAGE

1.      Following consultation with Tenant, Landlord shall purchase typical
        insurance coverage for the industry (all-risk insurance, including loss
        of rent insurance) for the leased property. The insurance premiums are
        ancillary costs, Section 6.

3.[sic] Tenant shall provide evidence to Landlord of an adequate employers'
        liability insurance policy purchased at his own expense, as well as
        adequate business interruption insurance and other business insurance
        policies, and shall ensure that Landlord is included as an additional
        insured party in each of the insurance policies. Landlord is aware of
        the current insurance policies and acknowledges them as adequate.

3.      Tenant shall immediately report to the insurance company and to Landlord
        any noteworthy damage that occurs to the leased property, and shall
        address the damage in consultation with Landlord.

                                                                      [initials]

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                                   Section 12
         FIXTURES AND FITTINGS, MODIFICATIONS, ADVERTISING INSTALLATIONS

1.      Tenant may install fixtures and fittings, undertake improvements, and
        install advertising signs in the leased property with Landlord's consent
        and within the scope of official regulations. Landlord's consent may be
        denied only for good cause. This consent is considered granted for
        existing fixtures and fittings. Fixtures, fittings, and improvements
        that are material components of the leased property shall become the
        property of Landlord without compensation.

        Tenant may remove such fixtures, fittings, and improvements so long as
        he restores the original condition of the property. At the end of the
        lease, Landlord may demand that Tenant remove the fixtures and fittings
        and restore the original condition at Tenant's expense.

2.      Landlord's prior written consent shall be required for structural
        changes or changes in use of the leased property. This consent may be
        denied only for good cause. Because definitive renovation/improvement
        measures with a total investment volume of approximately EURO 4 million
        are planned at the time that the lease is signed, permission is
        considered granted.

                                   Section 13
                                   SUBLETTING

        The leased property may be subleased only with Landlord's consent, which
        may be denied only for good cause. Landlord may demand that he be given
        copies of the sublease agreements. Tenant hereby assigns his current and
        future claims from the sublease agreements to Landlord by way of
        security. Landlord hereby accepts this assignment.

        Upon demand by Landlord, Tenant shall require the subtenant to purchase
        insurance protection and provide evidence of such insurance.

                                   Section 14
                                   TERMINATION

1.      This lease shall end upon expiration of the term of lease. Prior to that
        date, the lease may be terminated only for good cause.

2.      Both parties shall have the right to terminate for good cause in
        particular if

2.1     the purchase of the leased property is impossible, not initiated,
        excessively delayed, or permanently abandoned,

2.2     one of the parties acts in material breach of provisions of the lease
        despite warning, or fails to eliminate the results of material breach of
        contract within an appropriate period.

                                                                      [initials]

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Page 10 of Real Estate Lease

3.      Landlord may terminate the lease for good cause in particular if

3.1     Tenant is in arrears with his payment obligations from this lease in the
        amount of at least two monthly rent payments, or in the amount of one
        quarterly payment if payments are made on a quarterly basis; a warning
        of termination must be sent with a grace period of two weeks;

3.2     Tenant suffers a material worsening of his financial circumstances, in
        particular if the bank financing the leased property ceases its
        financing of the leased property at this time, or if Tenant is
        threatened by insolvency or excessive debt, or if a petition to initiate
        insolvency proceedings has been rejected or initiation of the
        proceedings has been refused;

3.3     Tenant changes his legal form through conversion without Landlord's
        consent or abandons his domestic registered office, or if a shareholder
        leaves Tenant's company or a co-obligor company;

3.4     the stipulated collateral has not been made completely available, or the
        security provider violates special duties to which he is subject under
        the separate security agreements or mortgage deeds.

3.5     Tenant fails to fulfill his duty to provide information as specified in
        Section 15.

4.      If Landlord terminates the lease prior to transfer of possession of the
        leased property (Section 3), and if Tenant is responsible for the
        grounds for termination (Section 10 Item 3), then Tenant must pay
        compensation for damages. These also include costs resulting from the
        failure to use the financing funds provided and the costs for
        non-recurring or recurring expenses incurred by Landlord (e.g. for real
        estate). Landlord shall charge a flat processing fee of 2% of the
        preliminary TIC pursuant to Section 1 Item 3 for his own costs
        associated with the transaction. Landlord may also take further
        necessary construction measures at Tenant's expense as Landlord deems
        necessary for an economical sale of the leased property.

5.      If Landlord terminates the lease after transfer of possession of the
        leased property (Section 3), and if Tenant is responsible for the
        grounds for termination (Section 10 Item 3), then Landlord may demand
        that Tenant immediately pay compensation for damages in the following
        amounts:

5.1     The cash value of all payments due pursuant to Section 5 until the end
        of the term of lease, plus

5.2     The cash value of the calculated residual value to the end of the term
        of lease following deduction of amortization from the final TIC
        allocated in the annual rent payments.

5.3     Deduction of unaccrued interest shall be based upon the financing
        conditions applicable for Landlord at the end of the lease.

                                                                      [initials]

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        The amount of compensation shall be increased by the amount of a
        prematurity compensation charge incurred by Landlord for the premature
        return of the financing funds.

6.      The earnings from the sale of the leased property, minus the selling
        costs, shall be credited to the compensatory payments made in accordance
        with Item 4 and Item 5. Previously paid amounts will thus be reimbursed.

7.      Upon termination of this lease for any reason, Tenant must immediately
        vacate the leased property and return it to Landlord in a condition in
        compliance with the lease.

        Tenant agrees to surrender the property to Landlord in a condition free
        of contaminants. Tenant shall at his own expense submit a certificate to
        this effect to Landlord as evidence.

        Use of the property by Tenant after the end of the term of lease, even
        without objection by Landlord, shall not be considered an extension of
        the lease arrangement.

                                   Section 15
                            PROVISION OF INFORMATION

        Tenant and any co-obligors shall inform Landlord of their legal
        circumstances as well as their earnings and asset situations, and shall
        send Landlord each year, within a period of six months from the end of
        the respective fiscal year, a copy of their certified annual financial
        statements as well as their management reports if applicable. If
        preparation of the annual financial statements is delayed, then Tenant
        shall first send preliminary figures or provide other appropriate
        information.

        If there is any worsening of his financial circumstances, Tenant must
        immediately disclose his financial circumstances to Landlord upon
        demand.

        The documents provided by Tenant may be submitted to third parties for
        review only for the purpose of financing the leased property.

                                   Section 16
                                FINAL PROVISIONS

1.      No verbal agreements have been made. Changes and supplements to this
        lease must be made in writing. This requirement for written form may be
        lifted only in writing.

2.      Should provisions of this lease be or become null or void, or should the
        lease contain gaps, then the validity of the remaining provisions shall
        not be affected thereby. The invalid provisions and the gaps shall be
        replaced by provisions that best achieve the intended commercial purpose
        of this lease.

3.      This lease shall be subject to and construed in accordance with German
        law. The venue is Mannheim.

                                                                      [initials]

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4.      Tenant hereby declares that the lease originally signed between
        Mr. Helmut Rommel and VARTA Batterie Aktiengesellschaft on September 29,
        1991 has been transferred to Tenant by means of singular succession
        within the scope of a restructuring. This lease, which was taken over by
        Paula Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG as
        Landlord pursuant to the purchase agreement of August 29, 2001, shall be
        terminated with the beginning of this real estate lease as stipulated in
        Section 3. The termination of the lease between Mr. Helmut Rommel and
        VARTA Batterie GmbH does not entitle Paula
        Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG to any
        further claims from this lease, in particular no claims pursuant to
        Section 5 (equalization payment).


Ellwangen, August 29, 2001         Ellwangen, August 29, 2001


[Signature]                        [Signature]
Landlord                           Tenant


Appendix 1 to the Real Estate Lease of August 29, 2001


Between   Paula Grundstucksverwaltungsgesellschaft mbH & Co.
          Vermietungs-KG
                                           - Landlord -

and       VARTA Geratebatterie GmbH
                                            - Tenant -

1.      The financing interest rates and their adjustment dates have not yet
        been established. They must be established no later than the beginning
        of the term of lease, i.e. upon transfer of possession of the building.

2.      The rent shall be calculated on the basis of the complete return of the
        TIC during the stipulated basic term of lease.

        The financing interest rate shall be derived from the income return
        indicators published by Bayerische Landesbank on Reuters page "BLB00"
        based upon the selected guaranteed interest for borrower's note
        loans/bearer debentures plus a nominal bank surcharge of 0.80% points
        with a 10-year interest guarantee for the initial interest guarantee.
        The bank fee shall

<Page>

        be 0.60% points at the time that the interest is adjusted, i.e. after 10
        years.

        If the infrastructure on the capital markets has changed at the time
        that the interest is guaranteed, or if there are material statutory and
        legal changes or changes to the bank's credit issuance guidelines, these
        changes shall be taken into account accordingly.

3.      Preliminary interest rate/Rent:

<Table>
        <S>                                            <C>
        Preliminary interest rate as of July 25, 2001  5.50% per year base interest rate
                                                       0.80% Per year bank surcharge
                                                       ---------------------------------
                                                       6.30% per year total

        Preliminary rent as of July 25, 2001           EURO74,393.80 PER MONTH
                                                       ---------------------------------
</Table>

                                                                      [initials]

<Page>

                       SUPPLEMENTAL AGREEMENT NO. 1 TO THE
                      REAL ESTATE LEASE OF AUGUST 29, 2001

LANDLORD:               PAULA GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
                        mbH & CO. VERMIETUNGS-KG
                        AUGUSTAANLAGE 33
                        68165 MANNHEIM

TENANT:                 VARTA GERATEBATTERIE GmbH
                        DAIMLERSTRASSE 1
                        73479 ELLWANGEN

The following amendments have been made to the real estate lease of August 29,
2001:

Section 4 TOTAL INVESTMENT COSTS ("TIC"), ITEM 1 NOW READS AS FOLLOWS:

    The TIC include all costs of procurement, manufacturing costs, and all other
    capitalizable costs of the leased property (including any non-deductible
    input tax as well as costs necessary for removing existing contaminants).
    The TIC also include all costs for construction financing, as well as all
    interest payments associated with the purchase of the leased property that
    Landlord must pay to the seller until the seller's loan obligations to
    Landesbank Baden-Wurttemberg are discharged, unless otherwise regulated
    under Section 6.

Section 6 ANCILLARY COSTS, ITEM 1:

    The last sentence of Section 6, Item 1, which reads as follows, shall be
    deleted without replacement:

    Tenant shall further reimburse Landlord for interest payments associated
    with the purchase of the leased property that Landlord must pay to the
    seller until the seller's loan obligations to Landesbank Baden-Wurttemberg
    are discharged.

The real estate lease of August 29, 2001 plus appendices, attached as a copy, is
a material component of this supplemental agreement.

With this supplemental agreement, the real estate lease of August 29, 2001 shall
be amended only to the extent reflected by this supplemental agreement.

No further amendments or supplements are agreed.

The contracting parties expressly declare that in all other respects, the real
estate lease of August 29, 2001 shall remain valid without modification.
Reference is made to this agreement.

Mannheim, NOV. 30, 2001                               Ellwangen, DEC. 20, 2001

[Stamp:] PAULA Grundstucksverwaltungsgesellschaft     VARTA GERATEBATTERIE GmbH
mbH & Co. Vermietungs-KG
68165 Mannheim
[Signature]                                           [Signature]
-----------                                           -----------
Landlord                                              Tenant

<Page>

                       SUPPLEMENTAL AGREEMENT NO. 2 TO THE
                      REAL ESTATE LEASE OF AUGUST 29, 2001

LANDLORD:               PAULA GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
                        mbH & CO. VERMIETUNGS-KG
                        AUGUSTAANLAGE 33
                        68165 MANNHEIM

TENANT:                 VARTA GERATEBATTERIE GmbH
                        DAIMLERSTRASSE 1
                        73479 ELLWANGEN


1.      PRELIMINARY STATEMENT

The ground-floor and upper-floor storage area with office and communal areas in
the building in Ellwangen was leased to VARTA Geratebatterie GmbH with the real
estate lease of August 29, 2001. Structural development work was carried out in
the building after the real estate lease was signed. These developments will be
included in the lease pursuant to the following arrangements.

The underlying real estate lease of August 29, 2001 with supplement agreement
No. 1 of November 30, 2001/Dec. 20, 2001 will merely be supplemented.

2.      SUPPLEMENTS

Section 1 ITEM 2 TERM OF LEASE

The binding basic term of lease for the structural developments begins on
October 1, 2002 and ends pursuant to the real estate lease on August 31, 2022.

Section 1 ITEM 3 ADDITIONAL PRELIMINARY TOTAL INVESTMENT COSTS (TIC) OF
STRUCTURAL DEVELOPMENTS

<Table>
<S>                                               <C>
Building                                          EURO1,285,000.00
                                                  ----------------
Preliminary TIC of structural developments:       EURO1,285,000.00
</Table>

The preliminary TIC pursuant to Section 1 Item 3 of the real estate lease of
August 29, 2001 shall continue in effect as agreed.

<Page>

Page 2 of Supplemental Agreement No. 2 to the Real Estate Lease of August 29,
2001

Section 1 ITEM 4 ADDITIONAL PRELIMINARY PAYMENTS FOR STRUCTURAL DEVELOPMENTS
DURING THE TERM OF LEASE PER MONTH

-RENT

<Table>
<S>                                           <C>
Parameters:
Preliminary TIC of structural developments    EURO 1,285,000.00
Calculated residual value                     EURO 0
Term                                          October 1, 2002-August 31, 2022
Conventional interest rate                    5.80% per year, fixed until September 30, 2011

Additional rent payment -preliminary-         EURO 9,078.61
</Table>

Rent shall be due on the 25th day of the current month for each calendar month.
If the term of lease begins within a calendar month, then rent must be paid
proportionally for that month.

The conventional interest rate shall correspond to the stipulated interest rate.
The stipulated guarantee period corresponds to the period pursuant to the real
estate lease of August 29, 2001. The existing arrangement shall apply when
calculating the interest rate on the adjustment dates.

The rents listed in Appendix 1 to the real estate lease of August 29, 2001 shall
continue in effect as agreed.

The preliminary total rent payment to be paid as of October 1, 2002 is therefore
EURO83,472.41 per month.

-ADDITIONAL ADMINISTRATIVE COSTS              EURO 750.00

Administrative costs shall be billed on a monthly basis. They shall be charged
beginning with the signing of the lease, and shall be due on the 25th day of the
current month for each calendar month. The administrative costs shall increase
each year by 1.5% of the previous year's amount. The first increase shall take
place on January 1, 2003.

The administrative costs pursuant to Section 1 Item 4.3 of the real estate lease
of August 29, 2001 shall continue in effect as agreed.

                                 Supplemental Agreement-2 Real Estate Lease-1909

<Page>

Page 3 of Supplemental Agreement No. 2 to the Real Estate Lease of August 29,
2001

The real estate lease of August 29, 2001 plus appendices, attached as a copy, is
a material component of this supplemental agreement.

With this supplemental agreement, the real estate lease of August 29, 2001 shall
be amended only to the extent reflected by this supplemental agreement.

No further amendments or supplements are agreed.

The contracting parties expressly declare that in all other respects, the real
estate lease of August 29, 2001 shall remain valid without modification.
Reference is made to this agreement.

Mannheim, SEPTEMBER 24, 2002                Hannover, SEPTEMBER 23, 2002

[Signature]                                 [Signature]
Landlord                                    Tenant

                                 Supplemental Agreement-2 Real Estate Lease-1909

<Page>

Page 2 of Master Lease Agreement

                                    Section 1
                                 SUBJECT MATTER

1.      Lessor leases to Lessee the movable property and operating equipment
        described in the respective lease certificate, referred to in the
        following as "leased items" pursuant to the provisions of this master
        agreement and individual lease certificates.

2.      The individual lease certificates are a material component of the master
        agreement. If special arrangements are made in individual lease
        certificates, then these special arrangements have priority over the
        provisions of the master agreement.

                                    Section 2
                           DELIVERY, SETUP, ACCEPTANCE

1.      Lessee shall select the leased item and the manufacturer or vendor
        without participation by Lessor. Lessor therefore assumes no liability
        for proper and timely delivery.

2.      If the purchase agreement between the manufacturer or vendor and the
        Lessor is not brought about, then the affected lease certificate shall
        be considered as not signed from the outset.

3.      Lessee shall accept the leased item for Lessor, shall verify its
        operational readiness and certify its proper and functional condition in
        writing in the delivery confirmation, and shall set up or install the
        leased item at the location specified in the lease certificate. The
        existence of the signed confirmation of acceptance is a prerequisite for
        Lessor's payment of the purchase price. The prerequisites for payment of
        the purchase price specified in the purchase agreement apply to leased
        items already located in the ground-floor and upper-floor storage area
        with office and communal areas.


                                    Section 3
                                  TERM OF LEASE

1.      The term of lease for each leased item shall be specified in the
        individual lease certificates.

        The term of lease for each leased item begins with the transfer of
        possession, after delivery and installation of the leased item, or
        pursuant to Lease Certificate No. 1 for leased items already located in
        the ground-floor and upper-floor storage area with office and communal
        areas.

        The transfer of possession will be documented in a protocol. The lease
        certificate is the transfer protocol for leased items already located in
        the ground-floor and upper-floor storage area with office and communal
        areas.

                                                                      [initials]

<Page>

Page 3 of Master Lease Agreement

                                    Section 4
                     LEASE PAYMENTS AND ADMINISTRATIVE COSTS

1.      The lease payments for each leased item shall be calculated as
        invariable payments made at the end of each month in accordance with the
        annuity formula used in financial economics and based upon the
        procurement costs, costs of manufacture, calculated residual value, term
        of lease, financing interest rate, and all other costs of the leased
        item resulting from the respective lease certificate, particularly costs
        for assembly and commissioning, and all costs of interim financing until
        the beginning of the term of lease.

        If the components of the calculation change due to circumstances over
        which Lessor has no control, then the lease payments shall be changed
        accordingly.

        The administrative costs of 0.65% per year of the net procurement costs
        specified in the respective signed lease certificates shall be billed
        monthly. These costs shall be charged after the signing of each lease
        certificate, and shall be due on the 25th day of the current month for
        each calendar month. The administrative costs shall increase annually by
        1.63% of the previous year's amount. The first increase shall take place
        on January 1 of the second year following the signing of the lease.

        The contract data specified in the lease certificates (procurement
        costs, delivery notice, beginning of payment, and lease payments) are
        preliminary. The final figures will be taken from the lease account
        statement for the individual lease certificates after each of the
        purchase agreements is signed.

2.      Lessee must pay the current statutory sales tax on the lease payments
        and the administrative costs.

3.      Lease payments shall be due on the 25th day of the current month for
        each calendar month. If the term of lease begins within a calendar
        month, then the lease payments and administrative costs must be paid
        proportionally for that month.

4.      Lessee hereby authorizes Lessor to collect all amounts to be paid in
        conjunction with this master agreement and individual lease certificates
        by means of direct debit from account No. 1009000 at COMMERZBANK AALEN,
        bank routing No. 614 400 86.

                                    Section 5
                               MAINTENANCE, REPAIR

1.      Lessee shall exercise due care in his use of the leased item, and shall
        maintain the item at his own expense in a constantly functional
        condition suitable for use in accordance with the lease. He shall
        perform all maintenance, upkeep, and necessary repairs.

                                                                      [initials]

<Page>

Page 4 of Master Lease Agreement

        In the event of imminent danger, Lessor may have the necessary
        aforementioned work or repairs performed immediately at the expense of
        Lessee. Replacement parts shall become the property of Lessor.

4.[sic] If Lessee fails to fulfill his obligations despite written demand from
        Lessor with an appropriate grace period, then Lessor shall have the
        right to fulfill these obligations. Lessee must reimburse Lessor for the
        costs incurred thereby in the next following lease payment.

                                    Section 6
                                OWNERSHIP, USAGE

1.      Lessee may undertake changes and install fixtures and fittings if this
        does not impair the functioning and value of the respective leased item
        for Lessor. Fixtures and fittings shall become the property of Lessor.
        Lessee shall have no right to claims for compensation.

2.      Lessee must keep the leased item free from all rights of third parties.
        Lessee must inform Lessor immediately in writing regarding enforcement
        measures and claims asserted by third parties. Lessee must indemnify
        Lessor against all claims by third parties, and must bear all costs
        incurred by Lessor, so long as the Lessor is not responsible for the
        occurrence of the claims.

3.      If the leased item is associated with a piece of land, a building, or a
        facility, then this shall occur only for a temporary purpose (Sections
        95, 97 of the German Civil Code). If Lessee is not himself the owner of
        the land, building, or facility, then he must declare to the owner that
        the association is being made only for a temporary purpose; this
        declaration is hereby made to Lessor.

4.      Lessee shall not have the right of disposal over the leased item.
        Lessor's written consent shall be required for a change in location or a
        transfer of use to third parties. This does not apply to changes of
        location within the ground-floor and upper-floor storage area with
        office and communal areas at Veit-Hirschmann-Strasse 8, 73479 Ellwangen.
        Lessee hereby assigns to Lessor any and all claims against third parties
        for disposal and surrender of possession. Lessor accepts the assignment.

                                    Section 7
                               INSURANCE COVERAGE

1.      If the leased items are not already insured against all insurable risks
        within the scope of the insurance policies signed between Lessee and
        Lessor in Section 11 of the real estate leases, then Lessor shall
        purchase an all-risk insurance policy at floating reinstatement value to
        provide insurance coverage for risks typical in the industry, in
        particular the risks of destruction, loss, or damage. Clearing and
        demolition costs are included in the insurance. An insurance policy to
        cover damages from low power shall be purchased for data processing
        systems. An existing employers' liability insurance policy, as well as
        business interruption insurance, shall be expanded to cover the
        respective movable property/equipment.

                                                                      [initials]

<Page>

Page 5 of Master Lease Agreement

2.      Lessee shall immediately report to the insurance company and to Lessor
        any damage that occurs to the movable property/equipment, and shall
        address the damage in consultation with Lessor.

3.      Compensatory payments received by Lessor from the insurance policy shall
        be credited to Lessee's payment obligations, or the payment shall be
        provided to Lessee to restore the individual leased item.

4.      Lessee shall be responsible for paying the premiums on the insurance
        policies purchased pursuant to Item 1.

                                    Section 8
                                  RISK OF LOSS

1.      Lessee shall bear the risk of destruction, loss, theft, damage, and
        premature wear of the leased item, unless Lessor is responsible for the
        occurrence of the aforementioned events. Such coincidental events or
        events for which Lessee is responsible do not release Lessee from his
        obligations under the master agreement as well as the lease
        certificates, in particular the obligation to pay the leasing payments.

2.      Should one of the events specified in Section 8 Item 1 occur, then
        Lessee shall inform Lessor immediately of such an occurrence. Lessee
        must either repair the leased item at his own expense or replace it with
        an item of equal value. Compensatory payments made by third parties
        shall be used for repair or the purchase of a replacement. The parties
        hereby agree that Lessor is the owner of the replacement item and is
        leasing it to Lessee within the scope of the respective individual lease
        certificate. Lessee shall then own the original leased item.

3.      Lessee can instead demand that ownership of the leased item be
        transferred to him gradually against payment of the outstanding lease
        payments and if necessary an agreed residual value (remaining
        amortization). In this case, Lessor shall undertake a discount based
        upon the most recently calculated interest rate agreed between Lessee
        and Lessor.

4.      Lessor may grant Lessee an appropriate period of at least four weeks to
        exercise his option. If Lessee fails to exercise his option within this
        period, then the option shall be transferred to Lessor.

5.      If Lessor is responsible for the full or partial destruction of the
        leased item, or its loss, theft, damage, or premature wear (willful
        misconduct and negligence, Section 276 of the German Civil Code), then
        he must repair or replace the leased item with an item of equal value at
        his own expense. The parties hereby agree that Lessor is the owner of
        the replacement item, and is leasing it to Lessee within the scope of
        the respective individual lease certificate.

                                                                      [initials]

<Page>

Page 6 of Master Lease Agreement

        Compensatory payments made by third parties shall be used for repair of
        the leased item or the purchase of a replacement.

        In all cases of this Item 5, Lessee shall have the right to reduce lease
        payments or to refuse to make such payments.

                                    Section 9
                                    WARRANTY

1.      Lessee shall not be entitled to any warranty claims against Lessor. In
        particular, Lessor shall not be liable for the type of design,
        construction, or usefulness of the leased item.

2.      Any defects or shortcomings in the leased item shall also not affect
        Lessee's duty to pay the lease payments in full upon the respective due
        dates.

3.      In return, Lessor hereby assigns to Lessee all warranty claims and
        claims for damages against the respective vendors, with the exception of
        the claim for return of the purchase price after withdrawal,
        cancellation, and abatement. Lessee accepts this assignment.

4.      Lessee is entitled and obligated to assert his warranty claims against
        the respective manufacturer or vendor in his own name. Lessee shall
        promptly file complaints with respect to defects, and shall notify
        Lessor immediately of such actions.

5.      Lessee shall bear the costs of legal action for warranty claims against
        the manufacturer or vendor.

6.      If Lessee exercises his right of cancellation or if he withdraws from
        the agreement, then the lease certificates shall end upon the effective
        date of the cancellation or withdrawal. Lessee must pay the lease
        payments in full to Lessor until the petition for cancellation or
        abatement becomes a pending case. From this point in time until a
        decision by the courts regarding Lessee's petition, Lessee shall pay the
        lease payments, which shall bear interest at the normal bank rate, to an
        account at the Landesbank Baden-Wurttemberg. This account shall be in
        the name of both parties, and may be accessed only jointly. If Lessee is
        successful with his petition and successfully asserts the disputed
        claims, then he shall receive reimbursement of the payments in the
        account either fully (cancellation) or partially (abatement), plus
        interest, and shall also receive reimbursement of lease payments made to
        Lessor from the date that cancellation was declared until the petition
        became a pending case. Lessee must formulate his petition so that the
        vendor reimburses Lessor directly for the purchase price.

7.      Because Lessee has sought out the manufacturer and/or vendor without the
        participation of Lessor, he guarantees to Lessor that a purchase price
        reimbursed by the manufacturer and/or vendor shall in fact be paid to
        Lessor (liability for credit risk of manufacturer and/or vendor).

                                                                      [initials]

<Page>

Page 7 of Master Lease Agreement

                                   Section 10
                       PAYMENT MODALITIES - ARREARS, COSTS

1.      If Lessee is in arrears with payments, then beginning on the due date he
        must pay interest on arrears in the amount of 5% above the currently
        applicable discount rate (= base interest rate pursuant to Section 1
        Paragraph 1 of the Transitional Law on Discount Rates), unless Lessor
        can provide evidence for a higher amount or Lessee can provide evidence
        for a lower amount.

2.      If Lessee is in arrears with payments from a lease certificate in an
        amount equal to a monthly payment, then following the unproductive
        setting of a two-week grace period for payment of the monthly lease
        payment, he must provide a security deposit in the amount of two monthly
        payments upon demand by Lessor, in order to secure Lessor's claims for
        this lease certificate. Lessor shall pay interest on the security
        deposit.

3.      Lessee shall assume all costs incurred in conjunction with the purchase,
        delivery, assembly, ownership, use, interim financing, and any foreign
        currency financing of the leased items.

                                   Section 11
                                   TERMINATION

1.      The lease certificates are entered into for the time period specified on
        each certificate. Ordinary termination is precluded. The right to
        extraordinary termination remains unaffected. Termination must be made
        in writing.

2.      Each contracting party shall have the right to extraordinary termination
        of the respective lease certificate in particular if

        a)   the purchase, setup, or preparation for use of the leased item is
             impossible, not initiated, excessively delayed, or permanently
             abandoned, so long as the terminating party is not responsible for
             this circumstance,

        b)   the other party is in arrears with its payment obligations from a
             lease certificate in the amount of at least two full monthly
             payments or a significant portion thereof for a period longer than
             one month.

        Each contracting party shall have the right to extraordinary termination
        of the master lease agreement in particular if

        c)   the other party acts in material breach of provisions of this
             master agreement despite warning, or fails to immediately eliminate
             the consequences of material breaches of contract despite warning,

                                                                      [initials]

<Page>

Page 8 of Master Lease Agreement

        d)   the other party fails to supply agreed collateral in full despite
             warning, or the other party as the provider of security violates
             special duties to which it is subject under separate security
             agreements despite warning,

        e)   the real estate lease between Lessee and Lessor is terminated.

        If co-obligors or security providers exist, then the aforementioned
        provisions shall also apply if the prerequisites for extraordinary
        termination exist in the person of only one co-obligor or security
        provider.

        The termination shall not become legally effective if the other party
        fulfills its obligations and pays any outstanding amounts within a
        period of four weeks after receipt of the notice of termination.

3.      If one or more lease certificates are terminated, or if the master lease
        agreement is terminated, then Lessor may demand that Lessee immediately
        pay the following amounts:

        a)   The cash value of all payments due on the affected lease
             certificate(s) until the end of the respective term of lease, plus

        b)   the cash value of the calculated residual value of the affected
             lease certificate(s) to the end of the term of lease, following
             deduction of the amortization from the final
             procurement/manufacturing costs allocated in the annual lease
             payments.

        c)   If Lessor is responsible for the grounds for termination, or if a
             case arises as described in Section 8 Item 1 Sentence 1, then
             Lessor may demand that Lessee also pay the amount of a prematurity
             compensation charge incurred by Landlord for the premature return
             of financing funds.

        Deduction of unaccrued interest shall be based upon the financing
        conditions applicable for Lessor at the end of the lease.

4.      Compensatory amounts to be paid in accordance with Item 3 shall be
        reduced by the amount of the earnings from sale of the leased item minus
        the selling costs, as well as other payments from third parties to
        Lessor, particularly insurance payments.

                                   Section 12
             ARRANGEMENTS FOLLOWING EXPIRATION OF THE TERM OF LEASE

        Lessor may demand that Lessee cover all costs for purchasing the leased
        item at its residual value, excluding all warranty claims against
        Lessor, upon expiration of the term of lease pursuant to the respective
        lease certificate.

                                                                      [initials]

<Page>

Page 9 of Master Lease Agreement

        The residual value is specified in the respective lease certificate. It
        is at least 10% of the final total investment costs.

        The purchase price shall be due upon presentation of invoice by Lessor
        at the termination of the respective lease certificate. Lessee must also
        pay any applicable sales tax.

        Lessee shall be responsible for paying any costs and/or taxes resulting
        from the change in ownership.

        Lessor shall retain ownership of the leased item until Lessee has
        fulfilled all payment obligations from the lease certificate in
        question.

                                   Section 13
                                   SUBLETTING

        The leased item may be subleased only with Lessor's consent, which may
        be denied only for good cause. Lessor may demand that he be given copies
        of the sublease agreements. Lessee hereby assigns to Lessor by way of
        security his current and future claims from the sublease agreements.
        Lessor hereby accepts this assignment.

        Upon demand by Lessor, Lessee shall require the subtenant to purchase
        insurance protection in accordance with Section 7 and provide evidence
        of such insurance.

                                   Section 14
                                     RETURN

1.      If Lessee must return the leased item, then he shall bear the costs and
        risks of removal, return, and restoration in a suitable form to a
        domestic address to be specified by Lessor.

2.      If Lessor finds defects in the leased item that exceed the wear incurred
        through careful use in accordance with the lease, then he may demand
        elimination of the defects by Lessee within an appropriate period, and
        following an unproductive expiration of this period, he may eliminate
        the defects himself at Lessee's expense.

        This right shall expire if Lessor has not complained of the defects in
        writing within four weeks after the return of the leased item.

3.      If Lessee does not return the leased item, even though he is obligated
        to do so, then he must pay as compensation for use the lease payment
        stipulated in the lease certificate for each month or portion of a month
        that the item is not returned.

4.      Lessor expressly reserves the right to assert further claims for
        damages.

                                                                      [initials]

<Page>

Page 2 of Master Lease Agreement

                                   Section 15
                         OFFSET, WITHHOLDING, ASSIGNMENT

1.      The parties mutually waive any right of withholding or right of offset,
        unless the claims in question have been legally established or
        acknowledged.

2.      Lessee may not assign his rights and claims.

3.      Lessor may transfer his rights and claims to third parties, particularly
        for refinancing purposes.

                                Section 17 [sic]
                               GENERAL PROVISIONS

1.      This master agreement contains all agreements made by the parties in
        full. No other agreements have been made.

2.      Changes to this master agreement must be made in writing. This also
        applies to a change of this provision.

3.      Should a provision of this master agreement be ineffective or not
        carried out, then the effectiveness of the remaining provisions shall
        not be affected thereby.

4.      In such a case, the parties shall agree upon an arrangement that best
        corresponds to the sense and purpose of this master agreement.

5.      The venue and place of performance is Mannheim, to the extent that this
        is permissible under law and not otherwise regulated under this master
        agreement.


        Ellwangen, August 29, 2001            Ellwangen, August 29, 2001

        Paula Grundstucksverwaltungs-         VARTA Geratebatterie GmbH
        gesellschaft mbH & Co.
        Vermietungs-KG

        [SIGNATURE]                           [SIGNATURE]
        -----------                           ----------
        Lessor                                Lessee

<Page>

LEASE CERTIFICATE NO. 1


to the MASTER LEASE AGREEMENT (MOVABLE PROPERTY LEASE) of August 29, 2001

between   VARTA GERATEBATTERIE GmbH
          DAIMLERSTRASSE 1

          73479 ELLWANGEN

                             (hereinafter "Lessee")

and       PAULA GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
          mbH & CO. VERMIETUNGS-KG
          AUGUSTAANLAGE 33

          68185 [sic] MANNHEIM

                             (hereinafter "Lessor")


1. INFORMATION ON LEASED ITEM

Leased item:        Shelf units

Location:           Storage area on ground and upper floor, with office and
                    communal areas,  Veit-Hirschmann-Str. 8,
                    73479 Ellwangen

Vendor/Seller:      Mr. Helmut Rommel, Hohenbergweg 11,
                    74424 Buhlertann

2. DATES (PROJECTED)

Delivery date/Beginning of depreciation:             September 1, 2001

Beginning of use/Beginning of term of lease:         September 1, 2001

Normal useful life                                   84 months
(established by Lessee following thorough review)

Term of lease                                        72 months

<Page>

Page 2 of Lease Certificate No. 1

3. LEASE PAYMENT (PRELIMINARY)

<Table>
<S>                                                               <C>
Net costs of acquisition (TIC)                                    EURO   444,457.85

Net lease payment per month                                       EURO     6,813.23  1.53% of TIC
(based upon a calculated interest rate of 522% per year)

16% value added tax                                               EURO     1,090.12
                                                                  -----------------

Lease payment including value added tax                           EURO     7,903.35

4.  CALCULATED RESIDUAL VALUE                                     EURO    44,445.79  10% of TIC
     AT END OF TERM OF LEASE
</Table>

5.  MISCELLANEOUS PROVISIONS:

The provisions of the master lease agreement shall apply in all other respects.


Ellwangen, August 29, 2001                   Ellwangen, August 29, 2001


[Signature]                                  [Signature]
-----------                                  -----------
Lessor                                       Lessee