<PAGE>
                                                                   Exhibit 10.38
                                                                   -------------
 
                     Dated                             199



                    (1)  IRISH LIFE ASSURANCE PLC.

                    (2)  SIGNMAX LIMITED
                                      and

                    (3)  ACT MANUFACTURING, INC



                                                  
                      ================================== 
                                     LEASE
                        relating to Unit 2008, Citywest
                      Business Campus, Naas Road, Dublin
                      ================================== 



                                   ARTHUR COX
                                   Solicitors
                           41/45 St. Stephen's Green
                                    Dublin 2

                           JSW4871/aod      18/07/97
<PAGE>
 
                                    CONTENTS


Clause


1.......................................................... Particulars of Lease

2    Interpretation.............................................................

3.........................................................................Demise

4.............................................................Tenant's Covenants

5...........................................................Landlord's Covenants

6....................................................Agreements and Declarations

7......................................................................Guarantee

8...................................................................Jurisdiction

9...........................................................Land Act Certificate

10   Finance Act Certificate....................................................

11   Land Registry Consent......................................................

Schedule 1 - Exceptions and Reservations........................................

Schedule 2 - Rent Review........................................................
<PAGE>
 
                                 LAND REGISTRY

COUNTY DUBLIN                                                SUB-LEASEHOLD FOLIO
                                                                    TO BE OPENED



1    PARTICULARS OF LEASE

     1.1  Lease dated:

     1.2  THE LANDLORD - IRISH LIFE ASSURANCE PLC having its registered office
          at Irish Life Centre, Lower Abbey Street, Dublin 1

          THE TENANT -  SIGNMAX LIMITED having its registered office at Grand
          Canal Quay, Dublin 2

          THE SURETY - ACT MANUFACTURING, INC of 108 Forest Avenue, Hudson M.A.
          01749-2893, U.S.A..

     1.3  THE DEMISED PREMISES - ALL THAT the land and premises known or to be
          known as Unit 2008 Citywest Business Campus, Naas Road being that part
          of the lands of Browns barn situate in the Barony of Rathdown and
          County of Dublin shown edged red on plan "A" annexed hereto being part
          of the lands demised by the Superior Lease forming part of the lands
          comprised in Folio 107474F of the Register County Dublin together with
          the appurtenances thereto belonging (including the rights granted by
          the Superior Lease insofar as the same may be reasonably required for
          the proper use and enjoyment of the Demised Premises) and all
          buildings and erections thereon and all conduits utilities and systems
          exclusively serving and within the same and one half of the party
          walls thereof and all additions alterations and improvements thereto
          which may be carried out during the term of these presents and shall
          also include all landlords fixtures and fittings from time to time in
          and about the same.

     1.4  THE TERM - 25 years from the  day of        19

     1.5  THE BASIC RENT - IR     per annum or such other rent as shall be
          payable in consequence of review pursuant to the provisions of the
          Second Schedule hereto.

     1.6  THE REVIEW DATES - the last day of the fifth year of the term and the
          last day of every fifth year thereafter.

     1.7  THE INSURANCE RENT - the rent secondly hereby reserved.

     1.8  THE PERMITTED USE - light manufacturing with warehousing and offices
          ancillary thereto.
<PAGE>
 
                                      -2-


THIS LEASE is made on                                    199  BETWEEN

(1)  LANDLORD as hereinafter defined;

(2)  TENANT as hereinafter defined;

(3)  SURETY as hereinafter defined;


WITNESSETH as follows:

2    INTERPRETATION

     2.1  In this Lease unless the context requires otherwise:

          "Base Rate" means the rate per centum per annum which shall equal the
          annual rate of interest for the time being chargeable under Section 22
          of the Courts Act 1981 (or any other rate of interest payable on
          judgments under any statutory modification or re-enactment thereof as
          may for the time being be in force) or if there is no such rate a rate
          of twelve per centum per annum;

          "Basic Rent" means the rent specified at Clause 1.5 of the
          Particulars;

          "Conduits" means sewers drains pipes cables wires gutters ducts
          (including any louvre cowls or other outside covers of such ducts or
          other conduits) and all other forms of media used or intended to be
          used for conducting or for the passage of water drainage electricity
          gas telephone alarm signals air extracted air ventilated air heated or
          other services or supplies;

          "Demised Premises" means ALL THAT the premises referred to in Clause
          1.3 of the Particulars.

          "Due Proportion" means 25 per centum;

          "Equipment" means all plant equipment machinery and apparatus used in
          the Demised Premises;

          "Gale Days" means the days fixed for quarterly payment of the Basic
          Rent in advance being the 1st day of January 1st day of April, 1st day
          of July and 1st day of October in each year;

          "Insurance Excess" means the initial amount of any claim which by the
          terms of the particular insurance policy will not be borne by the
          insurers but only to the extent that the same is commonly required or
          accepted as an insurance excess in respect of insurances of the type
          of the particular insurance concerned;
<PAGE>
 
                                      -3-

          "Insurance Rent" means a sum equal to the amount which the Landlord
          expends on insurance in respect of the Demised Premises (but not plate
          glass) against loss or damage by or from the Insured Risks and
          including the cost of periodically (but no more frequently than once
          every 2 years) valuing the Demised Premises for insurance purposes;

          "Insured Risks" means loss or damage by fire lightning storm tempest
          flood landslip heave subsidence bursting or overflowing of water tanks
          apparatus or pipes impact aircraft or other aerial devices or articles
          dropped or falling therefrom riots civil commotion malicious damage
          property owner's liability and such other risks as a prudent Landlord
          would in its discretion from time to time consider necessary (but not
          including loss or damage to plate glass or other glass) Subject only
          in the case of all such insured risks to the availability from time to
          time of insurance cover against such risks at reasonable cost and to
          the extent that and subject to such conditions as insurance cover
          against such risks is generally available ;

          "Landlord" means the person or persons so named in Clause 1 of the
          Particulars and includes any other person for the time being entitled
          to the reversion immediately expectant on the determination of the
          Lease;

          "Landlord's Managing Agents" means at the Landlord's discretion the
          Surveyors or Managing Agents employed for the time being by the
          Landlord or the Landlord's Estate or Property Department;

          "Loss or Damage" extends to the full reinstatement or replacement cost
          of the building or thing insured as reasonably determined by the
          Landlord or the Landlord's Managing Agents and includes areasonable
          inflationary factor architects surveyors and other professional fees
          demolition expenses and all other fees and payments of whatever nature
          necessary or in contemplation of or in respect of the effecting of the
          said reinstatement or replacement including Value Added Tax on all or
          any part thereof (excluding any Insurance Excess but including all
          planning fees payable on any planning or building bye law application
          and all stamp duties exigible on any Building or like Contract entered
          into relative to such reinstatement or replacement) and three years
          loss of the Basic Rent Due Proportion of the Tenant's Proportion of
          the Service Charge and the Landscaping Charge attributable to the
          Demised Premises (and such loss of Basic Rent shall allow for and
          include provision for reasonable and proper anticipated increases in
          Basic Rent from the next Review Date):

          Provided always that the Tenant shall have the right to require the
          Landlord to insure for a greater amount;

          "Particulars" means the details of this Lease as set forth at Clause 1
          hereof;

          "Permitted Use" means the use specified at Clause 1.8 of the
          Particulars;
<PAGE>
 
                                      -4-

          "Perpetuity Period" means notwithstanding the length of the Term the
          period of the lives of all lineal descendants of His Britannic Majesty
          George V living at the commencement date of the Term and twenty-one
          years after the death of the survivor of such descendants;

          "Plans" means the Plan or Plans annexed to this Lease;

          "Prescribed Rate" means the monthly rate of interest for the time
          being chargeable under Section 550 of the Income Tax Act 1967 (or such
          other monthly rate of interest as may from time to time be chargeable
          upon arrears of tax) or if there shall be no such rate a rate of
          sixteen per centum per annum;

          "Review Dates" means the dates referred to at Clause 1.6 of the
          Particulars;

          "Superior Landlord" means any landlord entitled to any interest in the
          Demised Premises or any part thereof which is superior to the interest
          of the Landlord herein whether such superior interest be created prior
          or subsequent to the grant of this Lease;

          "Superior Lease" means lease dated 25th January 1996 made between (1)
          Citywest Limited and (2) the Landlord relating to inter alia the
          Demised Premises;

          "Surety" means the person or persons (if any) so named in Clause 1 of
          the Particulars and includes where the context so admits or allows the
          respective executors and administrators of such person or persons;

          "Surveyor"  means an independent Chartered Surveyor experienced in the
          field of commercial property appointed in accordance with Clause
          6.6(1).

          "Tenant" means the person or persons so named in Clause 1 of the
          Particulars and includes the successors in title of the Tenant to the
          Term and its permitted assigns;

          "Term" means the term specified at Clause 1.4 of the Particulars.

     2.2  (1)  If the Tenant or the Surety for the time being hereunder shall be
               more than one person or company or a combination of a
               person/persons and a company/companies the Tenant's or the
               Surety's covenants as the case may be hereinafter contained shall
               be deemed to be made jointly and severally.

          (2)  Any reference to the masculine gender shall include reference to
               the feminine gender and any reference to the neuter gender shall
               include the masculine and feminine genders and reference to the
               singular shall include reference to the plural.
<PAGE>
 
                                      -5-

          (3)  Where in this Lease there are covenants or agreements by the
               Tenant which restrict or forbid the Tenant from doing some act or
               omitting to do some act whether the same are specific or general
               such covenants and agreements shall extend also to the permitting
               or suffering of the particular act or omission so that the Tenant
               in every case where the Tenant so covenants or agrees not to do
               or omit some act shall also be taken to covenant/agree not to
               permit or suffer the same.


          (4)  The obligations of the Tenant to repair the Demised Premises and
               to yield up the Demised Premises in such state of repair as is
               hereinafter contained are limited to the extent only that the
               Tenant shall not be responsible for disrepair due to damage or
               destruction caused by the Insured Risks (but not where the policy
               of insurance has been vitiated or avoided because of acts neglect
               or defaults of the Tenant its servants or agents or those whom
               the Tenant allows to come onto the Demised Premises).

          (5)  The full benefit of any rights of access to the Demised Premises
               f or the purposes of repairing or inspecting the Demised Premises
               or for any other reason given or granted to the Landlord by the
               Tenant or reserved hereby shall be deemed to have been given also
               to the Superior Landlord and where the consent of the Landlord is
               required under the terms of the Lease reference to need for the
               Landlord's consent shall be taken to mean (whether or not it is
               so stated) that the consent of the Superior Landlord is also
               required and it shall only be implied that any superior
               landlord's consent shall not be unreasonably withheld when the
               superior lease expressly or implicitly says so.

          (6)  Month shall mean calendar month.

          (7)  Reference to any Act of Parliament or of the Oireachtas shall
               include any Act replaced by it or any Act replacing or amending
               it and any order regulation instrument direction scheme or
               permission made under it or deriving validity from it.

          (8)  The Term shall where the context so admits or requires extend to
               and include any extension or renewal thereof (statutory or
               otherwise) (but so that where this Lease is properly determined
               prior to the expiry of the fixed term hereby granted then "The
               Term" shall mean the term up to the date of such determination
               and expressions such as "the last year of the Term" shall be
               construed accordingly).

          (9)  Reference to "this Lease" shall where the context so admits
               include this Lease as modified or varied from time to time.
<PAGE>
 
                                      -6-

          (10) The Schedules shall be read and construed as if they formed part
               of the body of this Lease and the term "this Lease" shall be
               construed as including the Schedules hereto.

          (11) Reference to any Society, Institute or other professional body
               shall include any other body established from time to time in
               succession to or in substitution for or carrying out the function
               formerly carried out by such Society, Institute or other
               professional body.

          (12) Terms defined by the Superior Lease (unless otherwise defined or
               used herein) shall have the same meaning where used herein as in
               the Superior Lease as if they were so defined in this Lease.

          (13) The clause headings appearing in this Lease are for reference
               purposes only and shall not affect its construction or
               interpretation.

3    DEMISE
     In consideration of the rents and covenants on the part of the Tenant and
     the Surety hereinafter reserved and contained the Landlord at the request
     of the Surety HEREBY GRANTS AND DEMISES unto the Tenant ALL THAT the
     Demised Premises AND EXCEPT AND RESERVING unto the Landlord as specified in
     the First Schedule hereto TO HOLD the Demised Premises unto the Tenant for
     the Term YIELDING AND PAYING therefor unto the Landlord,

     FIRST during the first five years of the Term the yearly rent of IR?
     and thereafter during each of the successive periods of five years
     commencing on the Review Dates a yearly rent equal to (a) the yearly rent
     payable hereunder during the preceding period or (b) such revised yearly
     rent as may from time to time be ascertained in accordance with the
     provisions in that behalf contained in the Second Schedule hereto
     (whichever shall be the greater) and the Basic Rent in respect of each year
     of the said term is to be paid by bankers standing order by equal quarterly
     payments in advance on the Gale Days in every year the first of such
     payments to be made on the execution hereof.

     AND SECONDLY as further and additional rent the Insurance Rent to be paid
     within seven days of demand being made by the Landlord and so that the
     first payment thereof will be made on the date hereof.

     AND THIRDLY sums equivalent to the Landscaping Charge attributable to the
     Demised Premises and the Due Proportion of the Tenant's Proportion of the
     Service Charge pursuant to the provisions respecting the Landlords
     obligations relating thereto in the Superior Lease within seven days of
     demand being made by the Landlord and so that the first payment thereof
     will be made on the date hereof

4    TENANT'S COVENANTS

     4.1  The Tenant to the intent that the obligations may continue throughout
          the 
<PAGE>
 
                                      -7-

          Term hereby covenants with the Landlord as follows:

     4.2  Pay Rent:

          To pay the Basic Rent, the Insurance Rent and the sums equivalent to
          the Landscaping Charge attributable to the Demised Premises and the
          Due Proportion of the Tenants Proportion of the Service Charge payable
          under the Superior Lease at the times and in the manner herein
          provided.

     4.3  Interest on Arrears:

          In the event that the Basic Rent is not paid within seven days of the
          date on which the same is due or in the event that the Insurance Rent
          or the sums equivalent to the Due Proportion of the Tenant's
          Proportion of the Service Charge payable under the Superior Lease
          and/or the Landscaping Charge attributable to the Demised Premises or
          any other payment due hereunder is not paid within seven days of
          demand to pay interest on the amount due at the Prescribed Rate from
          the said due date (or in the case of payments other than Basic Rent
          from the date of demand) to the date when payment is received by the
          Landlord with interest being capitalised on the gale days and with any
          such payments being due and recoverable as further and additional
          rent.

     4.4  Pay Outgoings:

          Punctually to pay and discharge all rates taxes assessments duties
          charges impositions and outgoings whatsoever whether imposed by
          statute or otherwise and whether of a national or local character and
          whether of the nature of capital or revenue which are now or may
          hereafter during the Term be assessed charged or imposed upon the
          Demised Premises or upon the Landlord or the occupier thereof in
          respect of the Demised Premises except any tax (other than any amounts
          payable under Clauses 4.27 and 4.28) which is in respect of:

          (1)  the rents under this Lease;

          (2)  the grant of this Lease;

          (3)  any dealing by the Landlord with the reversion immediately
               expectant on the determination of the Term; and

          (4)  any capital or Landlord's property taxes.

     4.5  Repair and Maintain:
          (1)  To keep clean and to repair maintain put and keep in good and
               substantial repair and condition the whole of the Demised
               Premises.

          (2)  At all times during the Term to make good any damage caused to
               the Demised Premises by the removal of any Tenant's fixtures and
               fittings.
<PAGE>
 
                                      -8-

          (3)  To bear and pay one half of the cost of the repair and
               maintenance of all boundary walls of the Demised Premises which
               are party walls.


     4.6  Paint Exterior and Interior:
 
          Without prejudice to the generality of the Tenant's obligations under
          the preceding Clause 4.5:

          (1)  to prepare and paint in a proper and workmanlike manner and in
               accordance with the existing colour scheme or in colours and
               materials first approved in writing by the Landlord all external
               parts of the Demised Premises and to treat in an appropriate
               manner all materials surfaces and finishes not requiring to be
               painted or otherwise decorated as aforesaid as often as shall in
               the opinion of the Landlord's Surveyor be necessary in order to
               maintain a high standard of finish and attractiveness and at
               least once in every period of five years and in the last year of
               the Term;

          (2)  to prepare and paint in a proper and workmanlike manner and when
               necessary and appropriate paper or repaper all the parts of the
               interior of the Demised Premises usually or proper to be painted
               or papered and to treat in an appropriate manner all materials
               surfaces and finishes not requiring to be painted or otherwise
               decorated as aforesaid as often as shall in the opinion of the
               Landlord's Surveyor be necessary in order to maintain a high
               standard of finish and attractiveness and at least once in every
               period of five years and in the last year of the Term; and

          (3)  internal painting and papering carried out in the last year of
               the Term shall be in accordance with the existing colour scheme
               or in colours first approved in writing by the Landlord's
               Surveyor which approval shall not be unreasonably withheld or
               delayed.

     4.7  To Yield Up:

          (1)  At the expiration of the Term quietly to yield up unto the
               Landlord the Demised Premises together with all additions and
               improvements made thereto in the meantime and all fixtures and
               replacement fixtures (other than tenant's or trade fixtures
               affixed by the Tenant) in or upon the Demised Premises or which
               during the Term may have been affixed or fastened to or upon the
               same and in such state and condition as shall in all respects be
               consistent with a full and due performance by the Tenant of the
               covenants contained in Clauses 4.5 and 4.6 and clean and tidy.

          (2)  To remove all tenant's or trade fixtures immediately prior to the
<PAGE>
 
                                      -9-

               expiration of the Term (except such as the Landlord and Tenant
               agree in writing may remain on the Demised Premises) and after
               such removal to make good all damage to the Demised Premises
               caused by such removal.

          (3)  Prior to expiration of the Term to comply with all conditions
               that may have been imposed by the Landlord in granting any
               consent to any alterations pursuant to Clause 4.10.

          (4)  If the Tenant shall fail to comply with the obligations on the
               Tenant's part contained in Clauses 4.7(1) 4.7(2) and 4.7(3) above
               then in such case the Landlord may do or effect all such repairs
               renovations decoration removals remedial works and cleaning and
               the cost thereof shall be paid by the Tenant on demand and the
               Tenant will also pay to the Landlord mesne profits at the rate of
               the Basic Rent and Insurance Rent payable immediately prior to
               the expiration of the Term during the period reasonably required
               by the Landlord for carrying out such works and the amount of
               such mesne profits shall be added to the cost said of carrying
               out the work recoverable from the Tenant.


     4.8  Obstruction of Conduits:

          (1)  To keep the Conduits which are part of the Demised Premises clear
               and unobstructed.

          (2)  Not to do anything which causes any obstruction in or damage to
               any Conduits which serve adjoining premises nor discharge therein
               any oil or grease or any deleterious objectionable dangerous
               poisonous or explosive matter or substance.

     4.9  Permit Entry:

          (1)  To permit the Landlord and persons authorised by the Landlord on
               at least forty eight hours written notice (except in case of
               emergency) at all reasonable times to enter the Demised Premises
               or any part thereof to examine the state and condition thereof
               and take inventories of the fixtures and things to be delivered
               up at the expiration of the Term and for ascertaining whether the
               Tenants' covenants are being duly observed and performed AND the
               Tenant will on written notice being given by the Landlord or the
               Landlord's Managing Agents execute any repairs or other works
               lawfully required by such notice for which the Tenant is liable
               under the provisions hereof commencing so to do within two months
               of the date of the service of such notice (or if in the
               reasonable opinion of the Landlord or the Landlord's Managing
               Agents there is any emergency then within such lesser period as
               may be practicable but in such event without any delay
               whatsoever) and 
<PAGE>
 
                                      -10-


               thereafter proceeding with all due diligence to complete the
               works and in case the Tenant shall make default in so doing it
               shall be lawful for the workmen or others to be employed by the
               Landlord to enter upon the Demised Premises and repair and make
               good the same and all expenses thereby incurred (including
               architects surveyors and legal fees) together with interest
               thereon at the Prescribed Rate from the date of expenditure shall
               be a debt recoverable from the Tenant by the Landlord and shall
               be recoverable as rent payable in arrear.

          (2)  To permit the Landlord and all persons duly authorised by it upon
               giving at least forty eight hours previous notice to enter and
               remain on the Demised Premises at all reasonable times and where
               practicable outside normal trading or business hours so far as
               may be necessary and with all necessary equipment materials and
               tools in order to examine repair alter extend strengthen cleanse
               maintain or rebuild any part of any adjoining or neighbouring
               premises belonging to the Landlord or the Superior Landlord or to
               cleanse empty repair or rebuild or construct any Conduits or for
               the purpose of exercising the rights reserved to the Landlord in
               this Lease the person or persons exercising such rights doing as
               little damage as may be to the Demised Premises and causing as
               little disruption as practicable to the Tenant's business and
               making good any damage thereby occasioned to the Demised Premises
               as expeditiously as possible but without compensation for any
               unavoidable temporary annoyance nuisance damage noise vibration
               or inconvenience caused.


     4.10 No Alterations:

          (1)  Not to erect any new building or structure on the Demised
               Premises nor make any alterations or additions whatsoever to the
               exterior or the interior of the Demised Premises without the
               prior consent in writing of the Landlord such consent not to be
               unreasonably withheld BUT so that the Landlord may as a condition
               to the giving of such consent require that any such alterations
               or additions or any particular part thereof (as the Landlord may
               require) are removed and the Demised Premises reinstated to its
               former state at the termination of the Term.

          (2)  In respect of any works to the Demised Premises or any change of
               use of the Demised Premises to comply strictly with the
               provisions of the Building Control Act 1990 the Building
               Regulations 1991 and the Building Control Regulations 1991 and to
               furnish to the Landlord within two months of completion of the
               said works or change of use:

               (a)  all application for Fire Safety Certificates;

               (b)  all Fire Safety Certificates issued;
<PAGE>
 
                                      -11-

               (c)  a certificate or opinion of compliance by a member of the
                    Royal Institute of Architects in Ireland or by a duly
                    qualified engineer that all the works comply substantially
                    with the Planning Acts and the Building Regulations 1991 and
                    that all such works and/or change of use have been carried
                    out in substantial compliance with the plans lodged with the
                    application for the Fire Safety Certificate as amended by
                    any conditions imposed by the Building Control Authority.

          (3)  Not to do or suffer in or upon the Demised Premises any wilful or
               voluntary waste or spoil.

          (4)  Not without the prior written consent of the Landlord to install
               or retain on the exterior of the Demised Premises any equipment
               or apparatus of any kind whatsoever.

     4.11 Alterations and Insurance:

          (1)  If any alterations or additions to or within the Demised Premises
               result in a variation of the reinstatement cost of the Demised
               Premises from the cost prior to such alterations or additions
               then in that event forthwith to give notice to the Landlord of
               the variation in cost so caused to enable the Landlord to alter
               the insurance cover in respect of the Demised Premises AND SO
               that only notice under this particular sub-paragraph notifying
               the variation of the reinstatement cost will be sufficient notice
               and the Landlord shall not otherwise be deemed to have received
               such notice or to be responsible for varying the insurance cover.

          (2)  To pay or reimburse to the Landlord any shortfall of insurance
               cover caused by a failure to comply with the requirements in
               Clause (1) above.

     4.12 Not to Invalidate Insurance:

          (1)  Not by act or omission to do anything which may invalidate any
               insurance effected by the Landlord or any other party or any
               Superior Landlord in respect of the Demised Premises or the
               insurance of any adjoining or neighbouring property or which may
               cause any increased or additional premium to become payable in
               respect thereof.

          (2)  To notify the Landlord in writing of any damage caused to the
               Demised Premises by the Insured Risks or other event likely to
               lead to a claim on the Landlord's or Superior Landlord's
               insurance relating to the Demised Premises.
<PAGE>
 
                                      -12-

          (3)  In the event of the Demised Premises or any part thereof or any
               adjoining or neighbouring property being damaged or destroyed by
               any Insured Risk at any time during the Term and the insurance
               money under any policy of insurance effected thereon by the
               Landlord being wholly or partially irrecoverable by reason solely
               or in part of any act neglect or default of the Tenant or the
               Tenant's servants agents or invitees the Tenant will forthwith
               (in addition to the Basic Rent and Insurance Rent) pay to the
               Landlord the whole or (as the case may be) a fair proportion of
               the cost of rebuilding and reinstating the same.

     4.13 Insurance Excess Insure Glass and Third Party Liability:

          (1)  When damage is caused to the Demised Premises by the Insured
               Risks to pay the cost of such works up to the amount of any
               Insurance Excess.

          (2)  To insure and keep insured in the joint names of the Landlord and
               the Tenant and such other names as the Landlord may from time to
               time reasonably require all the glass windows and glass doors in
               the Demised Premises against breakage in a reputable insurance
               office to the full replacement cost and to cause all moneys
               received by virtue of such insurance to be forthwith laid out in
               reinstating the said windows and doors with glass of the same
               quality and thickness and to make up any deficiency out of the
               Tenant's own moneys.


          (3)  To maintain in force throughout the Term in insurance in an
               amount not less than IR?5,000,000 to be adjusted from time to
               time in accordance with market trends as reasonably required by
               the Landlord in respect of the Demised Premises against liability
               to third parties or injury to or death of any person or damage to
               any property and to extend such insurance to cover the Landlord's
               liability in relation thereto.

          (4)  To produce to the Landlord on request reasonable evidence that
               the insurances specified in Clauses 4.13 (2) and 4.13 (3) are in
               place and confirmation that the current premium has been paid.

          (5)  To indemnify the Landlord in respect of any loss or damage which
               the Tenant is obliged to insure against under Clauses 4.13(2) and
               4.13(3).

     4.14 Unauthorised User:

          (1)  Not to use the Demised Premises or any part or parts thereof for
               any purpose other than for the Permitted Use and f or no other
               purpose or purposes whatsoever without the prior consent in
               writing of the Landlord such consent not to be unreasonably
               withheld.
<PAGE>
 
                                      -13-

          (2)  Without prejudice to the generality of Clause 4.14(1) not to use
               the whole or any part of the Demised Premises:

               (a)  for any sale by auction;

               (b)  for hanging placing depositing or exposing outside the
                    Demised Premises any automatic vending machine or any goods
                    articles or things for sale or other disposal or exhibition
                    or for any display equipment paraphernalia or any other
                    items or things whatsoever;

               (c)  for any illegal or immoral purpose;

               (d)  for any offensive disreputable noisy or dangerous trade
                    business pursuit or occupation or as an amusement shop or
                    arcade a betting office or for gambling of any kind whether
                    permitted by law or not or for residential or sleeping
                    purposes or as a fish and chip, pet or sex shop; and

               (e)  for the sale of intoxicating liquor for consumption on the
                    Demised Premises or as a club where intoxicating liquor is
                    supplied to members and their guests.

     4.15 Nuisance:

          (1)  Not to do or bring or allow to be brought into or upon any part
               of the Demised Premises any act matter or thing or install or use
               any machinery or apparatus of any nature which shall be a
               nuisance or cause damage to the Landlord or the Superior Landlord
               or their respective tenants or lessees or to the owners lessees
               or occupiers for the time being of any adjoining or nearby
               premises.

          (2)  To pay to the Landlord all costs charges and expenses which may
               be incurred by the Landlord or for which the Landlord shall be
               liable for the abating of any nuisance on or arising from the
               Demised Premises and executing all such works as may be necessary
               for abating such a nuisance in obedience to a notice served by a
               Local or Public Authority.

     4.16 Clean Windows:

          To clean the windows in the Demised Premises and (if applicable) glass
          or glazed surfaces as often as occasion shall require.

     4.17 No Signs:
<PAGE>
 
                                      -14-

          Not to place on the exterior of the Demised Premises or on the windows
          or inside the windows of the Demised Premises so as to be visible from
          the exterior of the Demised Premises any name writing notice sign
          placard sticker or advertisement other than (subject to planning
          permission) a suitable sign of a size and kind first approved in
          writing by the Landlord (such approval not to be unreasonably withheld
          or delayed) showing the Tenant's name.

     4.18 Pay for Utilities:

          To pay all telephone charges and for all water gas and electricity
          consumed on the Demised Premises. and to comply with the requirements
          and regulations of the statutory authorities or other supply companies
          with regard to any Conduits or Equipment relating to any such services
          (including sprinkler systems) within the Demised Premises.

     4.19 Not to Overload Structures:

          Not to do or load upon or bring in or upon the Demised Premises
          anything which may throw on any part of the structure of the Demised
          Premises any weight or strain in excess of that which such building or
          structure shall be calculated to bear with due margin for safety and
          if necessary to seek professional advice at the Tenant's own expense
          for the benefit of the Landlord and the Tenant so as to ensure that
          there shall not be an infringement of this sub-clause and forthwith
          pay to the Landlord the full cost of making good any damage caused to
          the Demised Premises by reason of any breach of this sub-clause.

     4.20 Comply with Enactments:

          To execute works and do all things on or in respect of the Demised
          Premises or in respect of the user thereof (whether required to be
          done or executed by an owner or by the lessee tenant or occupier) as
          under or by virtue of any Act or Acts of Parliament or of the
          Oireachtas now or hereafter to be passed or any Bye-laws orders rules
          notices and regulations thereunder are or shall be directed or
          necessary to be done or executed and in particular without prejudice
          to the generality of the foregoing to comply with all obligations
          imposed under or by virtue of the Building Control Act 1990, the
          Building Control Regulations 1991, Building Regulations 1991, Safety
          Health and Welfare at Work Act 1989, the Health and Safety at Work Act
          1980, the Office Premises Act 1958, Public Health Acts (if applicable)
          and the Fire Services Act 1981 and with all safety and fire
          regulations and all provisions relating to conditions of work and
          facilities provided for those working in the Demised Premises and at
          all times to indemnify the Landlord and the Superior Landlord from and
          against all penalties damages compensation costs claims demands
          expenses and liability in respect thereof or arising through a failure
          to comply with this sub-clause.
<PAGE>
 
                                      -15-

     4.21 The Planning Acts:

          (1)  To comply with all requirements under the Planning Acts (here
               meaning the Local Government (Planning and Development) Acts 1963
               to 1993) which affect or relate to the Demised Premises or the
               user thereof.

          (2)  Not without the Landlord's written consent (which consent is not
               to be unreasonably withheld or delayed in respect of any internal
               development of the Demised Premises) to make any application for
               planning permission affecting the Demised Premises nor to
               implement any such permission AND if the Landlord shall consent
               to an application being made to give notice to the Landlord of
               the granting or refusal (as the case may be) of planning
               permission forthwith on the receipt thereof.

          (3)  If and when called upon so to do to produce to the Landlord all
               such plans documents and other evidence as the Landlord may
               reasonably require in order to satisfy itself that the provisions
               of this Clause 4.21 have been complied with in all respects;

          (4)  Forthwith to notify the Landlord of any notice order or proposal
               for a notice or order served on the Tenant under the Planning
               Acts and if so required by the Landlord to produce the same and
               at the request of the Landlord to make or join in making such
               objections or representations in respect of any notice order or
               proposal as the Landlord may require.

          (5)  Unless the Landlord shall otherwise direct to carry out before
               the expiration or sooner determination of the Term any works
               stipulated to be carried out to the Demised Premises by a date
               subsequent to such expiration or sooner determination as a
               condition of any planning permission that may have been granted
               during the Term to the Tenant and availed of in whole or in part
               by the Tenant.

          (6)  If the Tenant shall receive any compensation paid in respect of
               the Tenant's interest hereunder in consequence of any restriction
               placed upon the user of the Demised Premises then if and when the
               Tenant's interest hereunder shall be determined under the power
               of re-entry herein contained (otherwise than by effluxion of
               time) the Tenant shall forthwith-make such provision as is just
               and equitable for the Landlord to receive its due benefit from
               such compensation which sum shall in default of agreement be
               determined by the Surveyor.

     4.22 Not to Assign, Underlet or Part with Possession:

          (1)  Not to assign, transfer, underlet, charge, mortgage, encumber,
               hold on trust for another or part with the possession or
               occupation of the Demised Premises or any part thereof or suffer
               any person to occupy the Demised Premises or any part thereof as
               a licensee or as concessionaire BUT SO THAT NOTWITHSTANDING the
               foregoing the Landlord shall (subject to compliance with the
               provisions of Clause 4.22(2) or such of them as may be
               appropriate) not unreasonably withhold its consent to:
<PAGE>
 
                                      -16-

               (a)  an assignment transfer charging mortgaging or encumbering of
                    the entire of the Demised Premises; and

               (b)  an underletting of the entire of the Demised Premises.

          (2)  In the following Clauses (a), (b), (c) and (d) the word
               "assignment" shall include any assignment, transfer, under-
               letting, mortgaging, charging, encumbering, parting with the
               possession or occupation or the suffering of any person to occupy
               the Demised Premises or any part thereof as a licensee or
               concessionaire and the word "assignee,, shall be construed
               accordingly:

                (a) the Landlord and the Tenant agree that in the case of an
                    assignment to a limited liability company the Landlord may
                    require that either a parent or associate company or two
                    directors or two sureties of sufficient standing shall join
                    in such consent as aforesaid as surety or sureties for such
                    company in order to covenant (if more than one jointly and
                    severally) with the Landlord as surety or sureties that such
                    company will pay the Basic Rent and the Insurance Rent and
                    perform and observe the said covenants and indemnify and
                    save harmless the Landlord against all loss damage costs and
                    expenses arising by reason of any default by the company and
                    such covenant shall further provide in the usual form that
                    any neglect or forbearance of the Landlord shall not release
                    or exonerate the Surety or Sureties and shall further
                    provide that if there should be a disclaimer of these
                    presents by the company or on its behalf or a dissolution of
                    the company then if so required by the Landlord within three
                    months of such disclaimer or dissolution the surety or
                    sureties shall accept a new Lease of the Demised Premises
                    for the residue then unexpired of the Term hereby granted
                    and at the Basic Rent payable and subject to the same
                    tenant's covenants and to the same provisos and conditions
                    as those in force immediately before such disclaimer or
                    dissolution and such guarantee to be granted at the cost of
                    the surety or sureties in exchange for a counterpart duly
                    executed by the surety or sureties as the case may be;

               (b)  the Tenant shall prior to any assignment apply in writing to
                    the Landlord for consent thereto and give all reasonable
                    information concerning the proposed assignee as the Landlord
                    may require;
<PAGE>
 
                                      -17-

               (c)  the Landlord's consent to any such assignment shall be given
                    in writing either under the hand of an officer of the
                    Landlord or under its seal;

               (d)  in the case of an under-lease of the entire of the Demised
                    Premises such under-lease shall reserve the full rack rent
                    then payable (not being less than the Basic Rent then
                    payable under this Lease) of the Demised Premises and if
                    required by the Landlord the under-lessee shall enter into a
                    direct covenant with the Landlord to perform and observe all
                    the covenants (other than that for payment of the rent
                    hereby reserved) and conditions herein contained and every
                    such under-lease shall also be subject to the following
                    conditions, that is to say that it shall contain:

                    (i)  an unqualified covenant on the part of the under-lessee
                         not to assign underlease or part with or share the
                         possession of part only of the premises thereby
                         demised;

                    (ii) a covenant on the part of the under-lessee not to
                         assign under-let or part with or share the possession
                         of the whole of the premises thereby demised without
                         obtaining the previous consent in writing of the
                         Landlord;

                    (iii)a covenant condition or proviso under which the rent
                         reserved by the under-lease shall be reviewed at the
                         same times and in the same manner as provided in this
                         Lease;

                    (iv) a covenant condition or proviso under which the rent
                         from time to time payable under such underlease shall
                         not be less than the Basic Rent from time to time
                         payable hereunder;

                    (v)  a covenant that any under-leases granted out of such
                         under-lease whether immediately or mediately shall
                         contain provisions similar to those hereinbefore in
                         this sub-clause 4.22(2)(d) contained; and


                    (vi) covenants and conditions in the same terms as nearly as
                         circumstances admit as those contained in this Lease,

                    AND it is hereby declared that in this sub-clause 4.22(2)
                    (d) the expression "under-lease" shall include an under-
                    letting as well (in an appropriate case) as a sufferance of
                    any person to occupy the Demised Premises or any part
                    thereof as licensee or as concessionaire and the expression
                    "under-lessee" shall be construed accordingly;

               (e)  within fourteen days of every such assignment or
                    underletting the Tenant shall give notice thereof in writing
                    with particulars to the Landlord's Solicitors or Managing
                    Agents and shall furnish them with a certified copy of such
                    instrument or other evidence of devolution of title and
                    shall pay to the Landlord's Solicitors their reasonable
                    costs in connection with such assignment;

          (3)  PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED
               that without prejudice to any other grounds on which the Landlord
               may or might be entitled to refuse its consent hereunder this
               Clause 4.22 shall be subject to the over-riding condition that
               the Landlord shall be entitled and it shall be reasonable for the
               Landlord to refuse its consent to any such proposed assignment
               transfer under-letting or parting with the Demised Premises or
               the sufferance of any person to occupy the Demised Premises or
               any part thereof as a licensee or concessionaire if:

               (a)  the proposed assignee or other person as aforesaid intends
                    to alter the user of the Demised Premises or any part
                    thereof in a manner which would be prohibited under the
                    provisions of Clause 4.14 as to permitted user of the
                    Demised Premises;

               (b)  in the case of a proposed under-lease or under-letting the
                    Tenant fails to satisfy the Landlord that the provisions of
                    sub-clause 4.22(2)(d) have been fully complied with; and

               (c)  there is a failure to perform or observe any of the
                    foregoing provisions of this Clause 4.22.

     4.23 Re-letting Sign:

          During the last six months of the Term to allow a letting-board or
          notice to be fixed by the Landlord and retained without interference
          on any suitable part or parts of the Demised Premises and to allow
          prospective tenants or purchasers to view the Demised Premises at all
          reasonable times on reasonable notice.
<PAGE>
 
                                      -18-

     4.24 Reversionary Interest:

          At all reasonable times during the Term and upon prior appointment to
          permit all prospective purchasers of or dealers in the Landlord's or
          Superior Landlord's reversionary interests to view the Demised
          Premises without interruption and at all times during the Term to
          allow a sale notice in relation to its reversionary interest to be
          fixed by the Landlord or the Superior Landlord or both without
          interference on any suitable part or parts of the exterior of the
          Demised Premises.

     4.25 Preserve Easements:

          (1)  Not to block-up darken obstruct or obscure any doorway passage
               window light ventilator grating or opening belonging to the
               Demised Premises.

          (2)  (So far as the Tenant is able) not to permit any new window light
               ventilator passage drainage or other encroachment or easement to
               be made into against or over the Demised Premises or any part
               thereof AND in case any encroachment or easement whatsoever shall
               be attempted to be made or acquired by any other person to give
               notice thereof in writing to the Landlord and the Superior
               Landlord immediately the same comes to the Tenant's notice and at
               all times to afford to the Landlord such facilities and
               assistance as may enable the Landlord to prevent the acquisition
               of any right of light or other easement over the Demised
               Premises.

     4.26 Indemnity:

          Where the Tenant has failed to comply with the obligations on its part
          herein contained to indemnify the Landlord from and against all
          actions liabilities claims costs and expenses incurred by the Landlord
          and which result as a consequence of such failure and where the
          Landlord has suffered loss or damage as such a consequence to pay
          reimburse and make good the same.

     4.27 To Pay Landlord's Costs and Expenses:

          To pay to the Landlord and the Superior Landlord (as the case may
          require) all reasonable costs charges and expenses (including legal
          costs and fees payable to any surveyor) which may be incurred by the
          Landlord or Superior Landlord:

          (1)  upon or incidental to every application made by the Tenant for a
               consent approval or licence hereinbefore required or made
               necessary whether the same be granted or refused or proffered
               subject to any lawful qualifications or conditions or whether -
               the application be withdrawn;

          (2)  in or in contemplation of any proceedings under Section 14 of the
               Conveyancing and Law of Property Act 1881 (whether or not any
               right of re-entry or forfeiture has been waived by the Landlord
               or the Tenant has been relieved under the provisions of the said
               Act); and

          (3)  of and incidental to the preparation and service of all notices
               and schedules relating to any breach of the Tenant's covenants
               herein contained whether as to repair and decoration of the
               Demised Premises or otherwise and whether served during or after
               the expiry of the Term.


     4.28 To Pay VAT:

          In addition to the rents fees and other sums payable by the Tenant
          under this Lease to pay any Value Added Tax (or any substituted or
          similar tax) which is now or may become payable in respect of any such
          rents fees and other sums and to pay to the Landlord all Value Added
          Tax payable on the grant of this Lease or on any rents payable
          hereunder and to keep the Landlord indemnified against same subject in
          all cases to the issue by the Landlord to the Tenant of a valid VAT
          invoice.

     4.29 To Pay Stamp Duty:

          To pay to the Landlord the stamp duty on this Lease and its
          counterpart.

     4.30 Superior Lease:

          To comply with the covenants conditions and agreements on the part of
          the Tenant in the Superior Lease insofar as such covenants conditions
          and agreements do not already fall to be performed observed or
          complied with by the Tenant under this lease (save the Rent and the
          Tenant's Proportion of the Service Charge and the Landscaping Charge
          payable by the Landlord under the Superior Lease) and insofar as the
          same relate to the Demised Premises.

5    LANDLORD'S COVENANTS
     The Landlord hereby covenants with the Tenant as follows:

     5.1  Quiet Enjoyment:

          That so long as the Tenant pays the Basic Rent and Insurance Rent
          hereby reserved and made payable and observes and performs the
          Tenant's covenants and the conditions of this Lease the Tenant may
          hold and enjoy the Demised Premises and the rights hereby granted
          peaceably during the Term without any interruption by the Landlord or
          any person lawfully claiming under or in trust for the Landlord;

     5.2  Insurance:
<PAGE>
 
                                      -19-

          (1)  to maintain or cause to be maintained insurance in respect of the
               Demised Premises including fixtures (other than tenant's and
               trade fixtures and plate glass) in an insurance office of repute
               against Loss or Damage by the Insured Risks;

          (2)  Reinstate:  in case of Loss or Damage to the Demised Premises by
               or from any of the Insured Risks to cause all insurance money
               (other than for loss of rent or in respect of property owner's
               liability) received by the Landlord or the Superior Landlord to
               be applied in reinstating the Demised Premises as quickly as
               reasonably practicable in substantially the same form and/or with
               such variations as the Landlord may reasonably require;

               Provided however that the Landlord shall not be obliged to
               reinstate the Demised Premises under this sub-clause if the
               policy or policies of insurance has or have been vitiated or
               avoided or where the insurance monies have been withheld in part
               or in whole because of acts neglect or defaults of the Tenant its
               servants or agents or those whom the Tenant allows to come on to
               the Demised Premises:

               Provided further that:

               (a)  in the event of the Landlord being unable to so reinstate
                    the Demised Premises due to refusal of planning or other
                    approvals consents or licences the Tenant agrees to
                    surrender this Lease when called upon by the Landlord so to
                    do; and

               (b)  To Procure Services and Landscaping: To use its best
                    endeavours to procure that the Superior Landlord shall
                    provide and maintain the services set forth in the Fifth
                    Schedule to the Superior Lease and the Landscaping Services
                    to the Open Lands forming part of the Demised Premises
                    specified at 1.1.12 of the Superior Lease.

          (3)  To Produce Insurance Particulars: To produce to the Tenant on
               request (but not more than once in any year) relevant particulars
               or an insurance certificate in respect of the policy relating to
               any insurance effected under Clause 5(b) and a copy of the
               receipt or other evidence of payment for the current premium.

6    AGREEMENTS AND DECLARATIONS

     6.1  PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

     6.2  Suspension of Rent:
<PAGE>
 
                                      -20-

          If the Demised Premises or any-part thereof shall at any time be
          destroyed or damaged by any of the Insured Risks so as to render the
          Demised Premises or part thereof unfit for occupation or use and the
          relative policy or policies of insurance effected by the Landlord or
          the Superior Landlord shall not have been vitiated or payment of the
          policy monies refused in whole or in part in consequence of any act
          neglect or default on the part of or suffered by the Tenant then the
          Basic Rent or a fair and just proportion thereof according to the
          nature and extent of the damage sustained shall be suspended and cease
          to be payable until a date three years after the date any damage was
          first sustained or until such time as appropriate reinstatement shall
          have taken place (whichever is the earlier) and in case of dispute as
          to the proportion or period of such abatement the same shall be
          referred to arbitration by the Surveyor and the arbitration shall be
          conducted in accordance with the Arbitration Acts 1954 to 1980 and
          such reference shall be deemed to be a reference to arbitration within
          the meaning of the said Acts.

     6.3  Section 40 Deasy's Act 1860:

          In case the Demised Premises or any part thereof shall be destroyed or
          become ruinous and uninhabitable or incapable of beneficial occupation
          or enjoyment by or from any of the Insured Risks the Tenant hereby
          absolutely waives and abandons its rights (if any) to surrender this
          Lease under the provisions of Section 40 of the Landlord and Tenant
          Law Amendment Act (Ireland) 1860 or otherwise.


     6.4  Re-entry and Determination:

          Notwithstanding and without prejudice to any other remedies and powers
          herein contained or otherwise available to the Landlord if the rent
          hereby reserved or any part thereof shall be unpaid for seven days
          after becoming payable (whether formally demanded or not) or if any
          covenant on the Tenant's part herein contained shall not be performed
          or observed or if the Tenant being a Company shall be dissolved or
          enter into liquidation whether compulsory or voluntary (save for the
          purpose of reconstruction or amalgamation) or being an individual or
          more than one individual any one of them shall become bankrupt or
          shall enter into composition with his or their creditors or if the
          Tenant shall suffer any distress or execution to be levied on its
          goods then and in any of the said cases it shall be lawful for the
          Landlord at any time thereafter to re-enter 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 or remedy of either party in respect of any breach of the other
          party's covenants herein contained.

     6.5  Notices:

          In addition to any other prescribed mode of service any notices
          requiring to be 
<PAGE>
 
                                      -21-


          served hereunder shall be validly served if in the case of the Tenant
          they are left addressed or sent by post to the Tenant (or if there
          shall be more than one of them to any one or more of them) at the
          Demised Premises or sent to the Tenant by post or left at the Tenant's
          last known address or addresses in the Republic of Ireland and in the
          case of the Landlord being a comp any they are left at or posted to
          the registered office of the Landlord and otherwise to be sent to the
          Landlord by post or left at the Landlord's last known address in the
          Republic of Ireland.

     6.6  Appointment of the Surveyor:

          (1)  Where this Lease provides for the determination of any matter by
               the Surveyor then he shall be nominated by agreement between the
               Landlord and the Tenant as soon as is reasonably practicable or
               in default of agreement within fourteen days of one party first
               giving to the other notice of its nomination he shall be
               appointed on the written application of either party by the
               Chairman for the time being of the Society of Chartered Surveyors
               in the Republic of Ireland.

          (2)  If the Surveyor shall tail or refuse to accept his appointment or
               shall fail to give notice in writing of his decision within four
               months of his appointment or shall die or otherwise become
               incapable of acting or if it shall become apparent that for any
               reason he will be unable to complete his duties the Landlord or
               the Tenant if they fail to agree on a substitute appointment
               within four weeks of attempting so to do may apply to the
               Chairman f or the time being of the Society of Chartered
               Surveyors in the Republic of Ireland for such a substitute to be
               appointed AND such procedure may be repeated as many times as
               necessary (but subject in the case of any arbitrator to the
               provisions of the said Arbitration Acts).


          (3)  Where the appointment of the Surveyor is (or is in the event of a
               dispute between the parties) to be by the Chairman for the time
               being of the Society of Chartered Surveyors in the Republic of
               Ireland THEN if the said Chairman shall for any reason not be
               available or be unable to make such appointment at the time of
               application therefor the appointment may be made by his duly
               appointed deputy or any person authorised by him to make
               appointments on his behalf and if no such person shall be
               available then the appointment shall be made by the Vice Chairman
               or next senior officer of the said Society then available and
               able to make such appointment AND if no such officer of the
               Society shall be so available and able to make such appointment
               then the appointment will be made by the President for the time
               being of the Incorporated Law Society of Ireland.

          (4)  Either party shall be at liberty to pay the entire of the fees
               and expenses 
<PAGE>
 
                                      -22-

               of the Surveyor in which event the party so paying shall be
               entitled to be reimbursed by and to recover from the other on
               demand the proportion so paid on behalf of the other.

     6.7  No Warranty:

          It is hereby acknowledged that the Landlord does not give any warranty
          or confirmation that the Permitted Use is a user which is permitted to
          be carried on in the Demised Premises or any part thereof by the
          Planning Acts or under any other statutory or local authority
          requirements.

     6.8  Option to Terminate:

          The Tenant shall have the option once only at the end of the tenth
          year of the Term to terminate this Lease by surrender on giving not
          less than 12 months prior notice in writing to the Landlord and
          subject to the payment by the Tenant to the Landlord upon the expiry
          of the said tenth year a sum equal to 12 months of the Basic Rent and
          provided that at the time of service of such notice the Tenant shall
          have substantially complied with all of its obligations under this
          Lease including and without prejudice to the generality of the
          foregoing its obligations under Tenant's covenant 4.7 hereof.
          PROVIDED ALWAYS THAT on expiry of the tenth year and delivery up of
          possession to the Landlord if any of the said sums which are made due
          and payable by this clause have not been paid to the Landlord then
          notice of the exercise of the said option to terminate shall be deemed
          to be invalid and the option shall lapse and this Lease shall continue
          in full force and effect.

7    GUARANTEE

     7.1  The Surety in consideration of this Lease being granted by the
          Landlord at the instance and request of the Surety HEREBY COVENANTS
          with and guarantees to the Landlord:

     7.2  That the Tenant will at all times during the Term pay the Basic Rent
          and Insurance Rent and all other sums and payments covenanted to be
          paid by the Tenant at the respective times and in the manner
          hereinbefore appointed for payment thereof and also will duly perform
          and observe and keep the several covenants stipulations and conditions
          on the part of the Tenant herein contained and that the Surety will
          pay and make good to the Landlord 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:

          (1)  any neglect or forbearance of the Landlord in endeavouring to
               obtain payment of the Basic Rent and Insurance Rent and the said
               payments as and when the same shall become due; and/or
<PAGE>
 
                                      -23-

          (2)  any delay on the part of the Landlord to take any steps to
               enforce performance or observance of the said several covenants
               stipulations and conditions; and/or

          (3)  any time which may be given by the Landlord to the Tenant; and/or

          (4)  any variation of this Lease with or without the consent of the
               Surety, shall not release or in any way lessen or effect the
               liability of the Surety under the guarantee on the part of the
               Surety hereinbefore contained.

     7.3  That if the Tenant for the time being is an individual and shall
          become bankrupt or if the Tenant for the time being is a Company and
          shall enter into liquidation and the Tenant's assignee in bankruptcy
          or the liquidator of the Tenant shall disclaim or surrender this Lease
          or any extension or renewal thereof or if the Tenant for the time
          being hereof is a Company and shall be dissolved and if the Landlord
          shall by notice in writing within three months after such disclaimer
          or surrender or within three months of such dissolution coming to its
          actual attention 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 surrender or dissolution would have remained of the
          Term at the same rent and under the like covenants and conditions as
          are reserved by and contained in this Lease (the said new Lease to
          take effect from the date of the said disclaimer surrender or
          dissolution) then and in such case the Surety shall accept such Lease
          accordingly and execute a counterpart thereof and pay to the
          Landlord's solicitors any Stamp Duty payable on the original and
          counterpart thereof and any Value Added Tax payable on the grant
          thereof.

     7.4  That if the Landlord shall not require the Surety to take a lease of
          the Demised Premises pursuant to Clause 7.3 above the Surety shall
          nevertheless upon demand pay to the Landlord a sum equal to the Basic
          Rent and the Insurance Rent and all other sums that would have been
          payable by the Tenant under this Lease but for the disclaimer
          surrender or dissolution in respect of the period from the date of
          such disclaimer surrender or dissolution until the expiration of six
          months therefrom or until the Demised Premises shall have been re-let
          by the Landlord whichever shall first occur.

     7.5  The obligations of the Surety hereunder shall automatically lapse
          where the Tenant assigns this Lease with the Landlords prior written
          consent or where the Court holds that the Landlord has unreasonably
          withheld it's consent to a proposed assignment.

     7.6  The Landlord shall at the request of the Surety release the Surety
          from its obligations under the Lease once the audited pre-tax profits
          of the Tenant is at least three times the annual rent and other
          outgoings payable by the Tenant 
<PAGE>
 
                                      -24-

          under this Lease in the next succeeding year.

8    JURISDICTION

     8.1  This Lease shall be governed by and construed according to the laws of
          the Republic of Ireland applicable to contracts made wholly to be
          performed in the Republic of Ireland.

     8.2  The Tenant and the Surety submit to the jurisdiction of the Courts of
          the Republic of Ireland for all the purposes of this Lease and the
          Tenant and the Surety acknowledge that this agreement as to
          jurisdiction is incorporated at the request of the Landlord and for
          the benefit only of the Landlord.

     8.3  The Tenant and the Surety consent to the service of any legal
          proceedings on it or them at the Demised Premises.

9    LAND ACT CERTIFICATE

     IT IS HEREBY CERTIFIED by the parties hereto that the premises hereby
     demised by this Lease are situate in the Administrative County of South
     Dublin.

10   FINANCE ACT CERTIFICATE

     IT IS HEREBY CERTIFIED for the purposes of stamping this instrument that
     this is an instrument to which the provisions of Section 112 of the Finance
     Act 1990 do not apply for the reason that it is a Lease of an existing
     building in respect of which there was no building agreement entered into
     between the parties.

11   LAND REGISTRY ASSENT

     The Landlord hereby assents to the registration of this Lease as a burden
     on Leasehold Folio to be opened in the name of the Landlord to be
     registered as a burden on Folio 107474F of the Register County of Dublin
     insofar as the demised premises affects the same.
<PAGE>
 
                                      -25-

                                   SCHEDULE 1

                          Exceptions and Reservations


1.   The free and uninterrupted use of all Conduits which are within the Demised
     Premises and serve other premises or which shall at any time during the
     Perpetuity Period serve or be capable of serving such other premises.

2.   Full rights to subjacent and lateral support and protection for any
     adjoining or nearby premises from the Demised Premises and the right for
     any adjoining or nearby premises to be constructed during the Perpetuity
     Period which obtain support or protection from the Demised Premises or any
     part thereof and to have obtain and retain such support and protection.

3.   Full right and liberty at any time hereafter to execute works and make
     erections upon or to erect rebuild or alter any buildings or erections on
     the Landlord's adjoining or neighbouring lands and buildings in such manner
     as the Landlord may think fit notwithstanding that the access of light and
     air to the Demised Premises or any part thereof may thereby be interfered
     with in a material fashion.

4.   All such rights of entry to the Demised Premises in the manner and for the
     purposes for which the Tenant covenants in Clause 4.9 to permit such entry.

5.   The airspace over the Demised Premises.

6.   All mines and minerals in or under the Demised Premises with full power to
     work extract and take away

7.   All rights of access to the Demised Premises granted to the Superior
     Landlord and persons authorised by him or reserved in any Superior Lease.
<PAGE>
 
                                      -26-

                                   SCHEDULE 2


                   (Provisions for Rent Review) - Arbitrator

1.   The Basic Rent reserved by the Lease in respect of any of the five year
     periods commencing on a Review Date may be agreed at any time between the
     Landlord and the Tenant or (in the absence of agreement) be determined not
     earlier than the Review Date by an Arbitrator to be nominated (in the
     absence of agreement between the parties) upon the application (made not
     more than two calendar months before or at any time after the Review Date)
     of either the Landlord or the Tenant by the Chairman (or other officer
     endowed with the functions of such Chairman) of the Society of Chartered
     Surveyors in the Republic of Ireland or (in the event of his being
     unwilling or unable to make the nomination) by the next senior officer of
     the last mentioned Society who is willing and able to do so

                                      AND

     the revised rent so to be determined by the Arbitrator shall be such as in
     his opinion represents at the Review Date the best yearly rent for the
     Demised Premises let as a whole without fine or premium:-

     (A)  ON THE BASIS of a letting with vacant possession thereof by a willing
          Landlord to a willing Tenant for a term (commencing on the Review
          Date) equal to the residue then unexpired of the term granted by this
          Lease and subject to the provisions therein set forth (other than as
          to the amount of the initial rent thereby reserved but including such
          of said provisions as pertain to the review of rent)

     (B)  ON THE ASSUMPTIONS that:-

          (i)  at and until the Review Date all the covenants and conditions
               contained in the Lease have been fully performed and observed

          (ii) in the event of the Demised Premises having been damaged or
               destroyed and not having been fully repaired reinstated or
               rebuilt (as the case may be) such damage or destruction had not
               occurred

          (iii)the Tenant and the Landlord are in the market as willing tenant
               and landlord for the Demised Premises
                                      and

     (C)  HAVING REGARD to other open market rental values current at the Review
          Date insofar as the Arbitrator may deem same to be pertinent to the
          determination

     BUT DISREGARDING any effect on letting value of:-
<PAGE>
 
                                      -27-

     (a)  the fact that the Tenant is or has been in occupation of the Demised
          Premises or any part thereof

     (b)  the goodwill which shall have attached to the Demised Premises by
          reason of the business carried on thereat

     (c)  any works executed by and at the expense of the Tenant in on to or in
          respect of the Demised Premises other than required works PROVIDED
          that in the interpretation of this sub-paragraph (c) the expression
          "the Tenant" shall extend to include the Tenant or any predecessor in
          title of the Tenant or any party lawfully occupying the Demised
          Premises or any part thereof under the Tenant or any such predecessor
          and whether that lawful occupation shall have been on foot of this
          Lease or any Lease of which the within is a renewal or any Agreement
          therefor

                                      and

          the expression "required works" shall mean works executed by the
          Tenant in pursuance of an obligation imposed on the Tenant (i) by the
          within Lease or by any Lease of which the within is a renewal OR (ii)
          by an Agreement for the granting of the within Lease or of any Lease
          of which the within is a renewal or by virtue of any Licence or Deed
          of Variation relating to the Demised Premises save any Licence issued
          pursuant to clause 4.10 hereof.

2.   All arbitrations hereunder shall be conducted in accordance with the
     provisions set forth in the Arbitration Acts, 1954 to 1980 or in any Act or
     Statutory Rule or order extending amending modifying or replacing the same
     and for the time being in force.

3.   If the Arbitrator shall relinquish his appointment or die or if it shall
     become apparent that for any reason he shall be unable or shall have become
     unfit or unsuited (whether because of bias or otherwise) to complete his
     duties or if he shall be removed from office by Court Order a substitute
     may be nominated in his place and in relation to any such nomination the
     procedures hereinbefore set forth shall be deemed to apply as though the
     substitution were a nomination de novo which said procedures may be
     repeated as many times as may be necessary.

4.   If the revised rent in respect of any period ("the Current Period") shall
     not have been ascertained on or before the Review Date referable thereto
     rent shall continue to be payable up to the gale day next succeeding the
     ascertainment of the revised rent at the rate payable during the preceding
     period AND on such gale day the Tenant shall pay to the Landlord the
     appropriate instalment of the revised rent together with any shortfall
     between (i) the aggregate of rents (including such instalment if payable in
     arrear) actually paid for any part of the Current Period and (ii) rent at
     the rate of the revised rent attributable to the interval between that
     Review Date and such gale day and together further with interest on said
     shortfall such interest to be computed on a day to day basis and to be
     assessed at the Base Rate.  For the purpose of this paragraph the revised
     rent shall be deemed to have been ascertained on the date when the same
     shall have been agreed between the parties or as the case may be on the
     date of the notification to the Tenant of the award of the Arbitrator.

5.   If there should be in force at the commencement or during the currency of
     any particular relevant period any Statute or Order (directly or
     indirectly) prohibiting or restricting an increase of rent in respect of
     the Demised Premises the provisions of this Schedule and of the within
     Lease may nevertheless be invoked or reinvoked to determine the rent which
     would but for the said prohibition or restriction be payable during such
     relevant period but (if appropriate) the further implementation thereof
     shall be suspended in effect for such periods as may be required by Law.

6.   When and so often as the revised rent shall have been ascertained pursuant
     to the provisions herein set forth memoranda thereof shall thereupon be
     signed by or on behalf of the Landlord and the Tenant and shall be annexed
     to the Lease and its Counterpart and the parties shall bear their own costs
     in relation to the preparation and completion of such memoranda.

IN WITNESS whereof the parties have executed this Lease on the date written
above.


PRESENT when the Common Seal of
THE LANDLORD was affixed to this Lease:



PRESENT when the Common Seal
of THE TENANT was affixed to this Lease:



PRESENT when the Common Seal
of THE SURETY was affixed to this Lease: