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                                                                    EXHIBIT 10.1



                               H.M. LAND REGISTRY
                       LAND REGISTRATION ACTS 1925 TO 1971

        LEASE OF UNITS AT WOODCOCK INDUSTRIAL ESTATE WARMINSTER WILTSHIRE



County/District:                            WILTSHIRE/WEST WILTSHIRE

Title Number:                               WT67966

Property:                                   UNITS 3 AND 4 (KNOWN AS 55 AND 57)
                                            WOODCOCK TRADING ESTATE WARMINSTER

Date:                                       7th December 2000

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1.   PARTICULARS


          1.1.1. The Landlord:      DAVID ROBERT PEATY and ALVIN ROBERT SMITH
                                    trading as PEATY & SMITH BUILDERS of 51
                                    Woodcock Trading Estate Warminster
                                    Wiltshire.

          1.1.2. The Tenant:        METAL PRODUCTS (WESTBURY) LIMITED of
                                    Drinkwater Yard New Road Trowbridge
                                    Wiltshire BA14 8VG and WARMINSTER SYSTEMS
                                    LIMITED of 34 Dursley Road Heywood Westbury
                                    Wiltshire.

          1.1.3. The Guarantor:     ROBERT RADFORD of 34 Dursley Road Heywood
                                    Westbury Wiltshire and THOMAS LAM of 117 the
                                    Butts Frome-Somerset BA11 4AQ.

     1.2. The Estate:               ALL THAT land and buildings known as Units
                                    1, 2, 3 and 4 situated on the Woodcock
                                    Trading Estate Warminster Wiltshire and
                                    shown for the purpose of identification only
                                    edged yellow on the plan attached hereto.

     1.3. The Premises:             ALL THAT the premises situate and forming
                                    part of the Estate of the Landlord situated
                                    on the Woodcock Industrial Estate Warminster
                                    Wiltshire

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                                    and known as Units 3 and 4 which are known
                                    as numbers 55 and 57 Woodcock Trading
                                    Estates for the purpose of identification
                                    only delineated and edged red on the plan
                                    annexed hereto.

     1.4. Contractual Term:         Three years from the 1st day of December
                                    2000 and ending on 30th November 2003.

     1.5. Rent Commencement Date:   The 1st day of December 2000.

     1.6. Initial Rent:             (pound)12,000.00 per annum.

     1.7. Review Dates:             1st December 2003 and every third
                                    anniversary thereafter of the Term as
                                    hereinafter defined and "Review Date" means
                                    any one of the Review Dates.

     1.8. Interest Rate:            5% per annum above the base lending rate of
                                    Lloyds Bank Plc or such other bank being a
                                    member of the Committee of the London
                                    Clearing Bankers as the Landlord may from
                                    time to time nominate.

     1.9. Permitted User:           Such use that falls within the Schedule to
                                    the Town and Country Planning (Use Classes)
                                    Order 1972 as shall be permitted and
                                    designated by permission from the Local
                                    Planning Authority in addition to which the
                                    Landlord shall from time tot time approve
                                    such approval not to be unreasonably
                                    withheld. The present permitted use approved
                                    by the Landlord at the date hereof is for
                                    electronics and metal fabrication.

     1.10. Exterior Decorating:     Every 3 years from the commencement of the
                                    Lease.


     1.11. Interior Decorating:     Every 5 years from the commencement of the
                                    Lease.

2.       DEFINITIONS

         2.1.     For all purposes of this Lease the terms defined in clauses 1
                  and 2 have the meanings specified.

         2.2.     "Adjoining Property" means any neighboring or adjoining land
                  in which the Landlord has a freehold or leasehold interest or
                  in which the term Landlord shall have acquired a freehold or a
                  leasehold interest.


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         2.3.     "Building" means the building or buildings now or at any time
                  during the term erected or the whole or part of the Premises.

         2.4.     "The Industrial Covenants" means the covenants set out in the
                  Fourth Schedule.

         2.5.     "The Insurance Rent" means the proportion reasonably
                  attributable to the Premises of the sums which the Landlord
                  shall pay by way of premium (such proportion to be determined
                  from time to time by the Surveyor acting as an expert and not
                  an arbitrator).

                  2.5.1.   For insuring the Estate.

                  2.5.2.   For insuring in accordance with the Landlords'
                           insurance covenants contained in this Lease.

         2.6.     "Insured Risks" means fire, lightning, explosion, aircraft
                  (including articles dropped from aircraft), riot, civil
                  commotion, malicious persons, earthquakes, storm, tempest,
                  flood, bursting and overflowing of water pipes, tanks and
                  other apparatus and impact by road vehicles and such other
                  risks as the Landlord from time to time in their absolute
                  discretion may think fit to insure against.

         2.7.     "Interest" means interest during the period from the date on
                  which the payment is due to the date of payment both before
                  and after any judgment at the interest rate then prevailing or
                  should the base rate referred to in clause 1.8 cease to exist
                  such other rate of interest as is most closely comparable with
                  the interest rate to be agreed between the parties or in
                  default of agreement to be determined by the Surveyor acting
                  as an expert and not as an arbitrator.

         2.8.     "The 1954 Act" means the Landlord and Tenant Act 1954 and all
                  statutes regulations and orders included by virtue of clause
                  3.14.

         2.9.     "Other Buildings" means any building or buildings now or at
                  any time during the Term erected on the whole or any part of
                  the Adjoining Party.

         2.10.    "Pipes" means all pipes, sewers, drains, mains, ducts,
                  conduits, gutters, watercourses, wires, cables, channels,
                  flues and all other conducting media and includes any fixings,
                  louvres, cowles and any other ancillary apparatus which are
                  in, on or under or which serve the Premises.

         2.11.    "The Plan" means the plan annexed to this Lease.

         2.12.    "The Planning Acts" means the Town and Country Planning Act
                  1971 and shall statutes, regulations and orders included by
                  virtue of clause 3.14.

         2.13.    "Rent" means the Initial Rent and Rent ascertained in
                  accordance with the Third Schedule such term does not include
                  the Insurance Rent but the term "Rents" includes both the Rent
                  and the Insurance Rent.


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         2.14.    "Surveyor" means any person or firm appointed by the Landlord
                  to perform any of the functions of the Surveyor under this
                  Lease (including any employee of the Landlord and including
                  also the person or firm appointed by the Landlord to collect
                  the rents).

3.       INTERPRETATION

         3.1.     The expressions "the Landlord" and "the Tenant" wherever the
                  context so admits include the person for the time being
                  entitled to the reversion immediately expectant on the
                  determination of the Term and the Tenant's successors in title
                  respectively and any reference to a superior landlord includes
                  the Landlord's immediate reversioner (and any superior
                  landlords) at any time.

         3.2.     Where the Landlord, the Tenant or the Guarantor for the time
                  being are two or more persons obligations expressed or implied
                  to be made by or with such party are deemed to be made with
                  such persons jointly and severally.

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

         3.4.     The expression "Guarantor" includes not only the persons
                  referred to in clause 1.1.3 (if any) but any person who enters
                  into covenants with the Landlord pursuant to clauses 5.9.5 or
                  5.23.

         3.5.     The expression "the Premises" includes:

                  3.5.1.   The Building;

                  3.5.2.   All additions and improvements to the Premises;

                  3.5.3.   All the Landlord's fixtures and fittings and fixtures
                           of every kind which shall from time to time be in or
                           upon the Premises whether originally affixed or
                           fastened to or upon the Premises or otherwise except
                           any such fixtures installed by the Tenant that can be
                           removed from the Premises without defacing the
                           Premises without defacing the Premises;

                  3.5.4.   All pipes in, on, under or over the Premises and that
                           exclusively serve the Premises;

                  3.5.5.   All walls forming the boundaries of the Premises but
                           such expression includes no air space above the
                           height of the top of the Building and reference to
                           "the Premises" in the absence of any provision to the
                           contrary includes any part of the Premises.

         3.6.     The expression "the Term" includes the Contractual Term and
                  any period of holding over or extension or continuance of the
                  Contractual Term whether by statute or common law.


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         3.7.     References to "the last year of the Term" include the last
                  year of the Term if the Term shall determine other than by
                  effluxion of time and references to "the expiration of the
                  Term" include such other determination of the Term.

         3.8.     References to any right of the Landlord to have access to the
                  Premises shall be construed as extending to any superior
                  landlord and any mortgagee of the Premises and to all persons
                  authorized by the Landlord and any superior landlord or
                  mortgagee (including agents, professional advisors,
                  contractors, workmen and others) where such superior lease or
                  mortgage grants such rights of access to the superior landlord
                  or mortgagee.

         3.9.     Any covenant by the Tenant not to do any act or thing shall be
                  deemed to include an obligation not to permit or suffer such
                  act or thing to be done by any other person where the Tenant
                  is aware that such act or thing is being done.

         3.10.    Any provisions in this Lease referring to the consent or
                  approval of the Landlord shall be construed as also requiring
                  the consent or approval of any mortgagee of the Premises and
                  any superior landlord where such consent shall be required but
                  nothing in this Lease shall be construed as implying that any
                  obligation is imposed upon any mortgagee or any superior
                  landlord not unreasonably to refuse such consent or approval.

         3.11.    References to "consent of the Landlord" or words to similar
                  effect mean a consent in writing signed by or on behalf of the
                  Landlord and to "approved" and "authorized" or words to a
                  similar effect mean (as the case may be) approved or
                  authorized in writing by or on behalf of the Landlord (such
                  consent or approval not to be unreasonably withheld).

         3.12.    The terms "the Parties" or "Party" mean the Landlord and/or
                  the Tenant but except where there is an express indication to
                  the contrary exclude the Guarantor.

         3.13.    "Development" has the meaning given by the Town and Country
                  Planning Act 1971, Section 22.

         3.14.    Any reference to a specific statute include any statutory
                  extension or modification amendment or reenactment of such
                  statute and any regulations or orders made under such statute
                  and any general reference to "statute" or "statutes" includes
                  any regulations or orders made under such statute or statutes.

         3.15.    References in this Lease to any clause, sub-clause or schedule
                  without further designation shall be construed as a reference
                  to the clause, sub-clause or schedule to this Lease so
                  numbered.

         3.16.    The clause, paragraph and schedule headings do not form part
                  of this Lease and shall not be taken into account in its
                  construction or interpretation.



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4.       DEMISE

         The Landlord demises to the Tenant the Premises together with the
         rights specified in the First Schedule but EXCEPTING AND RESERVING to
         the Landlord the rights specified in the Second Schedule TO HOLD the
         Premises to the Tenant for the Contractual Term SUBJECT to all rights,
         easements, privileges, restrictions, covenants and stipulations of
         whatever nature affecting the Premises including any matter contained
         or referred to in the Fifth Schedule yielding and paying to the
         Landlord:

         4.1.     the Rent payable without any deduction save as required by law
                  by equal quarterly payments in advance on the usual quarter
                  days in every year and proportionately for any period of less
                  than a year the first such payment being a proportionate sum
                  in respect of the period from and including the Rent
                  Commencement Date to and including the day before the quarter
                  day next after the Rent Commencement Date to be paid on the
                  date of this Lease; and

         4.2.     by way of further rent the Insurance Rent payable on demand in
                  accordance with clause 7.

5.       THE TENANT'S COVENANTS

         The Tenant covenants with the Landlord:

         5.1.     RENT

                  5.1.1.   to pay the rents on the days and in the manner set
                           out in this Lease and not to exercise or seek to
                           exercise any right or claim to withhold rent or any
                           right or claim to legal or equitable set-off;

                  5.1.2.   if so required in writing by the Landlord to make
                           such payments by banker's order or credit transfer to
                           any bank and account in the United Kingdom that the
                           Landlord may from time to time nominate.

         5.2.     OUTGOINGS AND VAT

                  To pay and to indemnify the Landlord against:

                  5.2.1.   all rates, taxes, assessments, duties, charges,
                           impositions and outgoings which are now or during the
                           Term shall be charged, assessed or imposed upon the
                           Premises exclusively or upon the owner or occupier of
                           them;

                  5.2.2.   the proportion reasonably attributable to the
                           Premises (to be determined from time to time by the
                           Surveyor acting as an expert and not as an
                           arbitrator) of all rates, taxes, assessments, duties,
                           charges, impositions and outgoings which are now or
                           during the Term shall be charged, assessed or imposed
                           upon the Premises and any other property (including
                           the Adjoining Property) or upon the owner or occupier
                           of them; and


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                  5.2.3.   VAT (or any tax of a similar nature that may be
                           substituted for it or levied in addition to it)
                           chargeable in respect of any payment made by the
                           Tenant under any of the terms or in connection with
                           this Lease or in respect of any payment made by the
                           Landlord where the Tenant agrees to this Lease to
                           reimburse the Landlord for such payment.

         5.3.     ELECTRICITY, GAS AND OTHER SERVICES CONSUMED

                  To pay to the suppliers and to indemnify the Landlord against
                  all charges for electricity and if at such time in the future
                  gas is connected and any other services consumed or used at or
                  in relation to the Premises (including meter rents).

         5.4.     REPAIR CLEANING DECORATION, ETC.

                  5.4.1.   To maintain repair and keep in good order and
                           condition the roof, foundations, gutters, pipes and
                           all parts of the structure of the Building and the
                           premises and keep them in repair excepting damage
                           caused by an Insured Risk other than where the
                           insurance money is irrevocable in consequence of any
                           act or default of the Tenant or anyone at the
                           Premises expressly or by implication with the
                           Tenant's authority and under the Tenant's control.

                           Provided that in the case both of this clause 5.4.1
                           and 5.4.2 the Lessee shall not be required to make
                           good the defects identified on the Schedule of
                           Condition annexed hereto.

                  5.4.2.   To replace from time to time the Landlord's fixtures
                           and fittings in the Premises which may be or become
                           beyond repair at any time during or at the expiration
                           of the Term excepting damage identified on the
                           Schedule of Conditions annexed to this Lease.

                  5.4.3.   To clean the Premises and to keep them in a clean
                           condition.

                  5.4.4.   Not to bring, keep, store, stack or lay out upon the
                           area colored blue and marked "Parking and Turning
                           Area" on the Plan any materials, equipment, plant,
                           bins, crates, cartons, boxes or any receptacle for
                           waste or any other item which is or might become
                           untidy, unclean, unsightly or in any way detrimental
                           to the Adjoining Property or the area generally.

                  5.4.5.   Not to deposit or permit to be deposited any waste,
                           rubbish or refuse on the area colored blue on the
                           Plan.

                  5.4.6.   Apart from the Tenant's right to park cars and vans
                           on the parking bays allocated under paragraph 2 of
                           the First Schedule herein not to permit their
                           servants, agents or visitors to park any vehicle on
                           the area colored blue on the Plan and in the event
                           that the parking of vehicles on any of the bays
                           allocated causes obstruction to the Landlord or any
                           other Tenant of the


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                           Adjoining Property or his servants, agents or
                           visitors in gaining access to or egress from the
                           Estate on request to remove the obstructing vehicle
                           in order to give the Landlord or its tenants of the
                           Adjoining Property access to and egress from the
                           Estate.

                  5.4.7.   Not to cause the Adjoining Property or any of the
                           area colored blue on the Plan or the roads colored
                           brown on the Plan or pavements abutting the Estate or
                           the Premises to be untidy or in a dirty condition and
                           in particular but without prejudice to the generality
                           of the above not to deposit on them refuse or other
                           materials.

                  5.4.8.   Not to permit or to use any vehicle whose wheel or
                           track will tear, injure or damage the road colored
                           brown on the Plan or the Parking and Turning Area
                           colored blue on the Plan.

                  5.4.9.   As often as may in the reasonable opinion of the
                           Surveyor be necessary in order to maintain a good and
                           tenantable standard of decorative finish and
                           attractiveness to preserve the Building and in the
                           last year of the Term to redecorate the exterior and
                           the interior of the Building or in each of the
                           exterior decorating years and in the last year of the
                           Term to redecorate the exterior of the Building and
                           in each of the interior decorating years and in the
                           last year of the Term to redecorate the interior of
                           the Building in both instances in a good and
                           workmanlike manner and with appropriate materials of
                           good quality to the reasonable satisfaction of the
                           Surveyor any change in the tints, colors and patterns
                           of such decoration is to be approved by the Landlord
                           provided that the covenants relating to the last year
                           of the Term shall not apply where the Tenant shall
                           have performed the obligation in question less than
                           eighteen months prior to the expiry of the Term.

                  5.4.10.  Where the use of pipes boundary structures or other
                           things is common to the Premises and any adjoining or
                           neighboring premises (other than the Adjoining
                           Property) to be responsible for and to indemnify the
                           Landlord against all sums due from and to undertake
                           all work that is the responsibility of the owner,
                           lessee or occupier of the Premises in relation to
                           those pipes or other things.

                  5.4.11.  Only to use the fire doors situated at the rear of
                           the Premises as emergency escape routes from the
                           Premises necessitated by fire or other disaster.

         5.5.     WASTE AND ALIENATIONS

                  5.5.1.   Not to:

                           5.5.1.1. commit any waste;

                           5.5.1.2. make any addition to the Premises;



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                           5.5.1.3. unit the Premises with any adjoining
                                    premises;

                           5.5.1.4. make any alterations to the Premises save as
                                    permitted by the following provisions of
                                    this clause.

                  5.5.2.   Not to make internal non-structural alterations to
                           the Building without:

                           5.5.2.1. obtaining and complying with all necessary
                                    consents of any competent authority and
                                    paying all charges of any such authority in
                                    respect of such consents;

                           5.5.2.2. making an application supported by drawings
                                    and where appropriate a specification in
                                    duplicate prepared by an architect or member
                                    of some other appropriate profession who
                                    shall supervise the work throughout to
                                    completion;

                           5.5.2.3. paying the fees of the Landlord and any
                                    superior landlord, any mortgagee and their
                                    respective professional advisors; and

                           5.5.2.4. entering into such covenants as the Landlord
                                    may reasonably require as to the execution
                                    and reinstatement of the alterations and in
                                    the case of any works of a substantial
                                    nature the Landlord may prior to the
                                    commencement of such works the provision by
                                    the Tenant of adequate security in the form
                                    of a deposit of money or the provision of a
                                    bond as assurance to the Landlord that any
                                    works which may from time to time be
                                    permitted by the Landlord shall be fully
                                    completed.

                  5.5.3.   Subject to the provisions of clause 5.5:2 not to make
                           any internal non-structural alterations to the
                           Building without the consent of the Landlord such
                           consent not to be unreasonably withheld.

                  5.5.4.   To remove any additional buildings additions,
                           alteration or improvements made to the Premises
                           during the Term at the expiration of the Term if so
                           requested by the Landlord and to make good any part
                           or parts of the Premises which may be damaged by such
                           removal.

                  5.5.5.   Not to make any connection with the pipes that serve
                           the Premises otherwise than in accordance with plans
                           and specifications approved by the Landlord subject
                           to consent to make such connection having previously
                           been obtained from the competent statutory authority
                           or undertaker.


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         5.6.     AERIALS, SIGNS AND ADVERTISEMENTS

                  5.6.1.   Not to erect any pole mast or wire (whether in
                           connection with telegraphic telephonic radio or
                           television communication or otherwise upon the
                           Premises without first of all obtaining the consent
                           of the Landlord

                  5.6.2.   Not to affix or exhibit on the outside of the
                           Building or to or through any window of the Building
                           nor display anywhere on the Premises any placard sign
                           notice facia board or advertisement except any sign
                           permitted by virtue of any consent given by the
                           Landlord pursuant to a covenant contained in this
                           Lease.

         5.7.     STATUTORY OBLIGATIONS

                  5.7.1.   At the Tenant's own expense to execute all works and
                           provide and maintain all arrangements upon or in
                           respect of the Premises or the use to which the
                           Premises are being put that are required in order to
                           comply with the requirements of any statute already
                           or in the future to be passed or any government
                           department local authority other public or competent
                           authority or court of competent jurisdiction
                           regardless of whether such requirements are imposed
                           on the lessor the lessee or the occupier.

                  5.7.2.   Not to do in or near the Premises any act or thing by
                           reason of which the Landlord may under any statute
                           incur, have imposed upon or become liable to pay any
                           penalty damages compensation cost charges or expenses
                           provided that this obligation shall not extend to any
                           act or thing which has or which may have the effect
                           of increasing the liability to taxation of the
                           Landlord Provided Always that in the event of the
                           Landlord approving a change of use that would
                           disallow the Landlord from obtaining Industrial
                           Buildings Taxation Relief then if called upon to do
                           so the Tenant will indemnify the Landlord against any
                           such loss.

                  5.7.3.   Without prejudice to the generality of the above to
                           comply in all respects with the provisions of any
                           statutes and any other obligations imposed by law or
                           by any bylaws applicable to the Premises or in regard
                           to carrying on the trade or business for the time
                           being carried on the Premises.

         5.8.     ACCESS OF LANDLORD AND NOTICE TO REPAIR

                  5.8.1.   To permit the Landlord:

                           5.8.1.1. To enter upon the Premises for the purpose
                                    of ascertaining that the covenants and
                                    conditions of this Lease have been observed
                                    and performed


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                           5.8.1.2. and to view (and to open up floors and other
                                    parts of the Premises where such opening-up
                                    is required in order to view) the state of
                                    repair and condition of the Premises, and

                           5.8.1.3. to give to the Tenants (or leave upon the
                                    Premises) a notice specifying any repairs
                                    cleaning maintenance or painting that the
                                    Tenant has failed to execute in breach of
                                    the Lease and to request the Tenant
                                    immediately to execute the same including
                                    the making good of such opening-up (if any)
                                    provided that any such opening-up shall be
                                    made good by and at the cost of the Landlord
                                    where such opening-up reveals no breaches of
                                    the terms of the Lease.

                  5.8.2.   Expeditiously to repair, cleanse, maintain and paint
                           the Premises as required by such notice.

                  5.8.3.   If within one month of the service of such a notice
                           the Tenant shall not have commenced and be proceeding
                           diligently with the execution of the work referred to
                           in the notice or shall fail to complete the work
                           within a reasonable period or if in the Landlord's
                           Surveyor's opinion the Tenant is unlikely to have
                           completed the work within such period to permit the
                           Landlord to enter the Premises to execute such work
                           as may be necessary to comply with the notice and pay
                           to the Landlord the cost of so doing and all expenses
                           incurred by the Landlord including legal costs and
                           surveyor's fees within fourteen days of a written
                           demand.

         5.9.     ALIENATION

                  5.9.1.   Not to hold on trust for another or (save pursuant to
                           a transaction permitted by and effected in accordance
                           with the provisions of this Lease) part with the
                           possession of the whole or any part of the Premises
                           or permit another to occupy the whole or any part of
                           the Premises.

                  5.9.2.   Not to assign, underlet or mortgage or charge part
                           only of the Premises.

                  5.9.3.   Not to assign or underlet the whole of the Premises
                           provided that if the Tenant shall desire to assign
                           the whole of the Premises and shall have satisfied
                           and complied with the conditions set out in this
                           Clause (the "Conditions") then the Tenant may assign
                           the Premises as a whole with the prior license in
                           writing of the Landlord (the "License") (which shall
                           not be unreasonably withheld or delayed)

                  5.9.4.   Not to permit a proposed assignee in to possession of
                           the Premises until the completion of the License.

                  5.9.5.   The Conditions are as follows:


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                           (a)      Authorized Guarantee Agreement.

                                    On an assignment the Tenant shall joint in
                                    the License to enter into an Authorized
                                    Guarantee Agreement in the terms set out in
                                    the Sixth Schedule to this Lease.

                           (b)      Guarantors for Limited Company

                                    On an assignment to a limited company if the
                                    Landlord shall so required to procure that
                                    at least two Directors or some other
                                    guarantors of a financial standing
                                    reasonably acceptable to the Landlord shall
                                    jointly and severally covenant with the
                                    Landlord in the License in the form set out
                                    in clause 6 of this Lease (mutatis mutandis)
                                    or in such other form as the Landlord shall
                                    reasonably require.

                           (c)      Minimum Profit.

                                    The Landlord is not obliged to consent to an
                                    assignment to a limited company unless its
                                    last three audited annual accounts show a
                                    profit before taxation of at least three
                                    times the rents payable under this Lease at
                                    the time of application for the License.

                           (d)      Acceptable Guarantor.

                                    The Landlord may require as a condition of
                                    granting consent to assign that the proposed
                                    assignee furnish the Landlord with a
                                    guarantee of payment of rent reserved and
                                    performance of all the covenants on the part
                                    of the Tenant in this Lease from a guarantor
                                    of a financial standing acceptable to the
                                    Landlord (acting reasonably) to be held in
                                    accordance with the provisions of the
                                    License.

                           (e)      Undesirable Use

                                    (i)      The Landlord is not obligated to
                                             consent to an assignment of this
                                             Lease to a person who intends to
                                             use the Premises for a trade or
                                             business which in the reasonable
                                             opinion of the Landlord's Surveyor
                                             is undesirable or inappropriate to
                                             be carried on in the Premises.

                                    (ii)     In the event of consent to an
                                             assignment being refused because of
                                             the opinion of the Landlord's
                                             Surveyor the Tenant may have that
                                             opinion reviewed by an independent
                                             surveyor appointed by the President
                                             of the Royal Institution of
                                             Chartered Surveyors whose
                                             determination as to the
                                             desirability of the assignee or
                                             appropriatene of the proposed



                                      -12-
<PAGE>   13

                                             use of the Premises will be
                                             substituted for the Surveyor's
                                             opinion and will be conclusive and
                                             who may make an award as to costs
                                             in respect of reference to him

                           (f)      Arrears of Rent.

                                    The Landlord is entitled to withhold consent
                                    to an assignment until such time as all
                                    arrears of rent or other payments under
                                    clause 2 of this Lease have been paid (with
                                    interest and costs).

                           (g)      Outstanding Breaches of Conduct.

                                    The Landlord is entitled to withhold consent
                                    to an assignment until such time as all
                                    material outstanding breaches of any
                                    Tenant's covenants under this Lease have
                                    been rectified to the Landlord's reasonable
                                    satisfaction (and all costs paid).

                           (h)      Authorized Guarantee Agreement by Assignee.

                                    That in the License the assignee shall
                                    covenant with the Landlord to enter into an
                                    Authorized Guarantee Agreement on assignment
                                    of this Lease to his immediate assignee and
                                    to require his immediate assignee to enter
                                    into a similar covenant in the terms set out
                                    in the Sixth Schedule to this Lease.

         5.10.    NOTICE OF DEALING AND RENT REVIEW.

                  5.10.1.  Within one month after any permitted assignment
                           mortgage charge transfer disposition or devolution of
                           the Premises to give notice in duplicate to the
                           Landlord's Solicitors and to produce to them a
                           certified copy of the instrument or instruments
                           (including any relevant probate letters of
                           administration or assent) and to pay their reasonable
                           fees for the registration of each transaction.

         5.11.    LANDLORD'S COSTS.

                  5.11.1.  To pay to the Landlord on a full indemnity basis all
                           costs, fees, charges, disbursements and expenses
                           (including those payable to Counsel, Solicitors,
                           Surveyors, Managing Agents and Bailiffs) reasonably
                           incurred by the Landlord and also a reasonable charge
                           in respect of work or functions carried out by the
                           Landlord or its agents and employees in connection
                           with:

                           (a)      every application made by the Tenant for a
                                    consent or license required or made
                                    necessary by the provisions of this Lease
                                    whether granted, refused or offered subject
                                    to any lawful qualification or


                                      -13-
<PAGE>   14

                                    condition or whether the application be
                                    withdrawn but not if such consent is
                                    unreasonably withheld or delayed;

                           (b)      the consideration, preparation and service
                                    of a notice under Section 146 of The 1926
                                    Act or incurred in or in contemplation of
                                    proceedings under Section 146 or 147 of that
                                    Act notwithstanding that in any such case
                                    forfeiture is avoided otherwise than by
                                    relief granted by the Court;

                           (c)      the recovery or attempted recovery of
                                    arrears of rent and other sums due from the
                                    Tenant;

                           (d)      any steps taken in contemplation of or in
                                    connection with the preparation and service
                                    of a Notice of Repair or Schedule of
                                    Dilapidations or any other proper notice or
                                    claim relating to any breach of the Tenant's
                                    covenants in this Lease or within three
                                    months after the expiration or sooner
                                    determination of the Term;

                           (e)      the management, administration, inspection
                                    and supervision of the Premises;

                           (f)      the consideration, preparation and service
                                    of all notices under Section 17 of the 1995
                                    Act and all work ancillary to those notices.

                  5.11.2.  To pay the Landlord's reasonable legal costs and
                           disbursements in connection with the grant of this
                           Lease and any renewal thereof.

                  5.11.3.  Within twenty-eight days of any assignment, charge or
                           any transmission or devolution relating to the
                           Premises for registration with the Landlord's
                           Solicitors such deed or document or a certified copy
                           of it and to pay to the Landlord's Solicitors charges
                           of (pound)20 for registration of every such document.

         5.12.    NUISANCE, ETC. AND RESIDENTIAL RESTRICTIONS

                  5.12.1.  Not to do nor allow to remain upon the Premises
                           anything which may be or become or cause a nuisance,
                           annoyance, disturbance, inconvenience, injury or
                           damage to the Landlord or tenants or the owners or
                           occupiers of the Adjoining Property or any other
                           neighboring premises.

                  5.12.2.  Not to use the Premises for a sale by auction or for
                           any dangerous, noxious, noisy or offensive trade,
                           business, manufacture or occupation nor for any
                           illegal or immoral act or purpose.

                  5.12.3.  Not to use the Premises as sleeping accommodation or
                           for residential purposes nor keep any animal, fish,
                           reptile or bird anywhere on the Premises.



                                      -14-
<PAGE>   15

                  5.12.4.  Not to use the Premises for the repair or sale or
                           hire of motor vehicles of any sort or for the purpose
                           of retail or factoring of motor parts or spares in
                           respect of any trade, business or manufacture
                           associated with the motor trade.

         5.13.    THE PLANNING ACTS

                  5.13.1.  Not to commit any breach of planning control (such
                           term to be construed as it is used in the Planning
                           Acts) and to comply with the provisions and
                           requirements of the Planning Acts that affect the
                           Premises whether as to the Permitted User or
                           otherwise and to indemnify (both during or following
                           the expiration of the term) and keep the Landlord
                           indemnified against all liability whatsoever
                           including costs and expenses in respect of any
                           contravention.

                  5.13.2.  At the expense of the Tenant to obtain all planning
                           permissions and to serve all such notices as may be
                           required for the carrying out of any operations or
                           user on the Premises which may constitute Development
                           provided that no application for planning permission
                           shall be made without the previous consent of the
                           Landlord in any case where the application for and
                           implementation of such planning permission will
                           create or give rise to any tax or any other fiscal
                           liability for the Landlord unless the Tenant
                           indemnifies the Landlord against such liability.

                  5.13.3.  Subject only to any statutory direction to the
                           contrary to pay and satisfy any charge or levy that
                           may subsequently be imposed under the Planning Acts
                           in respect of the carrying out or maintenance of any
                           such operations or the commencement or continuance of
                           any such user.

                  5.13.4.  Notwithstanding any consent which may be granted by
                           the Landlord under this Lease not to carry out or
                           make any alteration or addition to the Premises or
                           the Adjoining Property or any change of use until:

                           5.13.4.1. all necessary notices under the Planning
                                     Acts have been served and copies produced
                                     to the Landlord;

                           5.13.4.2. all necessary permissions under the
                                     Planning Acts have been obtained and
                                     produced to the Landlord; and

                           5.13.4.3. the Landlord has acknowledged that every
                                     necessary planning permission is acceptable
                                     to the Landlord, the Landlord being
                                     entitled to refuse to acknowledge
                                     acceptance of a planning permission on the
                                     grounds that any conditions contained in it
                                     or anything omitted from it or the period
                                     referred to in it would be prejudicial or
                                     be likely to be prejudicial to the
                                     Landlord's interest in the Premises or the
                                     adjoining property of any other whether
                                     during or following the expiration of the
                                     Term.



                                      -15-
<PAGE>   16
                  5.13.5.  Unless the Landlord shall otherwise direct to carry
                           out and complete before the expiration of the Term:

                           5.13.5.1. any works stipulated to be carried out to
                                     the Premises by a date subsequent to such
                                     expiration as a condition of any planning
                                     permission granted for any Development
                                     begun by or on behalf of the Lessees before
                                     the expiration of the Term; and

                           5.13.5.2. any Development begun upon the Premises by
                                     or behalf of the Lessees in respect of
                                     which the Landlord shall or may be or
                                     become liable for any charge or levy under
                                     the Planning Acts.

                  5.13.6.  In any case where a planning permission is granted
                           subject to conditions and if the Landlord so requires
                           to provide security for the compliance with such
                           conditions and not to implement the planning
                           permission until security has been provided.

         5.14.    PLANS, DOCUMENTS AND INFORMATION

                  5.14.1.  If reasonably called upon to do so to produce to the
                           Landlord or the Surveyor all plans, documents and
                           other evidence as the Landlord may reasonably require
                           in order to satisfy the Landlord that the provisions
                           of this Lease have been complied with.

                  5.14.2.  If reasonably called upon to do so to furnish to the
                           Landlord, the Surveyor or any person acting as the
                           third party determining the Rent in default of
                           agreement between the Parties and of any provisions
                           for rent review contained in this Lease such
                           information as may be requested in writing in
                           relation to any pending or intending step under the
                           1954 Act or the implementation of any provisions for
                           rent review.

         5.15.    INDEMNITIES

                  To be responsible for and to keep the Landlord fully
                  indemnified against all damages, losses, costs, expenses,
                  actions, demands, proceedings, claims and liabilities made
                  against or suffered or incurred by the Landlord arising
                  directly out of:

                  5.15.1.  any act, omission or negligence of the Tenant or any
                           persons at the Premises expressly or impliedly with
                           the Tenant's authority;

                  5.15.2.  any breach or non-observance by the Tenant of the
                           covenants, conditions or other provisions of this
                           Lease or any of the matters to which this demise is
                           subject save in so far as the Lessor is indemnified
                           pursuant to the production of any policy of insurance
                           which the Landlord has or ought to have effected in
                           accordance with its covenant herein contained.



                                      -16-
<PAGE>   17

         5.16.    RELETTING BOARDS

                  To permit the Landlord at any time during the last six months
                  of the Contractual Term and at any time thereafter ( or sooner
                  if the rents or any part of them shall be in arrears and
                  unpaid for longer than twenty-eight days) to enter upon the
                  Premises though not so as to obstruct any door or window or
                  sign lawfully placed thereon by the Lessee a notice for
                  reletting the Premises and during such period to permit
                  persons with the written authority of the Landlord or its
                  Agents at reasonable times of the day to view the Premises.


         5.17.    ENCROACHMENTS

                  Not to stop up, darken or obstruct any windows or light
                  belonging to the Building.

         5.18.    YIELD UP

                  At the expiration of the Term:

                  5.18.1.  to yield up the Premises in repair and in accordance
                           with the terms of this Lease;

                  5.18.2.  to give up all keys of the Premises to the Landlord;
                           and

                  5.18.3.  to remove all signs erected by the Tenant in, upon or
                           near the Premises and immediately to make good any
                           damage caused by such removal.

         5.19.    INTEREST ON ARREARS

                  5.19.1.  If the Tenant shall fail to pay the rents or any such
                           sum due under this Lease within fourteen days of the
                           date due whether formally demanded or not the Tenant
                           shall pay to the Landlord Interest on the rents or
                           other sum from the date when they were due to the
                           date on which they are paid and such Interest shall
                           be deemed to be rents due to the Landlord.

                  5.19.2.  Nothing in the preceding clause shall entitle the
                           Tenant to withhold or delay any payment of the rents
                           or any other sum due under this Lease after the date
                           on which they fall due or in any way prejudice,
                           affect or derogate from the rights of the Landlord in
                           relation to such non-payment including but without
                           prejudice to the generality of the above under the
                           provision for re-entry contained in this Lease.

         5.20.    SUMMARY NOTICES

                  To give full particulars to the Landlord of any notice,
                  direction, order or proposal for the Premises made, given or
                  issued to the Tenant by any local or public authority within
                  seven days of receipt and if so required by the Landlord to
                  produce it to the Landlord and without delay to take all
                  necessary steps to comply with the notice, direction or order
                  and at the request and cost of the Landlord to


                                      -17-
<PAGE>   18

                  make or join with the Landlord in making such objection or
                  representation against or in respect of any notice, direction
                  or proposal as the Landlord shall reasonably require.

         5.21.    KEYHOLDERS

                  To ensure that at all times the Landlord has and the local
                  Police force has written notice of the name, home address and
                  home telephone number of at least two keyholders of the
                  Premises.

         5.22.    SALE OF REVERSION, ETC.

                  To permit upon reasonable notice at any time during the Term
                  prospective purchasers of or agents instructed in connection
                  with the sale of the Landlord's reversion or of any other
                  interest superior to the Term to view the Premises without
                  interruption by prior appointment provided they are authorized
                  in writing by the Landlord or its Agents.

         5.23.    DEFECTIVE PREMISES

                  To give notice to the Landlord of any defect in the Premises
                  which might give rise to an obligation on the Landlord to do
                  or refrain from doing any act or thing in order to comply with
                  the provisions of this Lease or the duty of care imposed on
                  the Landlord pursuant to the Defective Premises Act 1972 or
                  otherwise and at all times to display and maintain all notice
                  which the Landlord may from time to time reasonably require to
                  be displayed at the Premises.

         5.24.    NEW GUARANTOR

                  Within fourteen days of the death during the Term of any
                  Guarantor or of such person becoming bankrupt or having a
                  receiving order made against him or having a receiver
                  appointed under the Mental Health Act 1983 or being a company
                  passing a resolution to wind up or entering into liquidation
                  or having a receiver appointed to give notice of this to the
                  Landlord and if so required by the Landlord at the expense of
                  the Tenant within twenty-eight days to procure some other
                  person reasonably acceptable to the Landlord to execute a
                  guarantee in respect of the Tenant's obligations contained in
                  this Lease in the form of the Guarantor's covenants contained
                  in this Lease.

         5.25.    THE LANDLORD'S RIGHTS

                  To permit the Landlord at all times during the Term to
                  exercise without interruption or interference any of the
                  rights granted to it by virtue of the provisions of the Lease


                                      -18-
<PAGE>   19

         5.26.    THE INDUSTRIAL COVENANTS

                  To pay the fees and disbursements of the Landlord's Solicitors
                  in relation to the negotiation, preparation, execution and
                  grant in respect of the agreement for this Lease and the Lease
                  and the stamp duty on the counterpart.

         5.27.    LANDLORD'S COSTS ON GRANT OF LEASE

                  To pay the fees and disbursements of the Landlord's Solicitors
                  in relation to the negotiation, preparation, execution and
                  grant in respect of the agreement for this Lease and the Lease
                  and the stamp duty on the counterpart.

         5.28.    To observe and perform the obligations imposed upon the
                  Landlord comprised in the matters referred to in the Fifth
                  Schedule to the Lease and to indemnify the Landlord against
                  any costs, claims or proceedings arising from any
                  non-observance or non-performance thereof on the part of the
                  Tenant.

6.       THE LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant:

         6.1.     To permit the Tenant peacefully and quietly to hold and enjoy
                  the Premises without any interruption or disturbance from or
                  by the Landlord or any person claiming under or in trust for
                  the Landlord.

         6.2.     To repair, maintain and keep reasonably clean the Parking and
                  Turning Area colored blue on the Plan.

         6.3.     When called upon to do so to contribute towards the cost of
                  maintenance and repair of the roadway colored brown on the
                  Plan.

         6.4.     To repair, maintain and where necessary replace any pipes on
                  the Estate not used exclusively by a single tenant.

7.       INSURANCE

         7.1.     WARRANTY RE CONVICTIONS

                  The Tenant warrants that prior to the execution of the Lease
                  it has disclosed to the Landlord in writing any conviction,
                  judgment or finding of any court or tribunal relating to the
                  Tenant (or any director, other officer or major shareholder of
                  the Tenant) of such a nature as is likely to affect the
                  decision of any insurer or underwriter to grant or to continue
                  insurance of any of the Insured Risks.


                                      -19-
<PAGE>   20

         7.2.     LANDLORD TO INSURE

                  The Landlord covenants with the Tenant to insure the Premises
                  in the joint names of the Landlord and the Tenant and such
                  other persons as the Landlord may reasonably require unless
                  such insurance shall be vitiated by any act of the Tenant or
                  by anyone at the Premises expressly or by implication with the
                  Tenant's authority.

         7.3.     DETAILS OF THE INSURANCE

                  Insurance shall be effected:

                  7.3.1.   in such insurance office or with such underwriters
                           and through such agency as the Landlord may from time
                           to time decide;

                  7.3.2.   for the following sums*

                           7.3.2.1. such sums as the Landlord shall from time to
                                    time be the full cost of rebuilding and
                                    reinstatement including architects',
                                    surveyors' and other professional fees
                                    payable upon any application for planning
                                    permission or other permits or consents that
                                    may be required in relation to the
                                    rebuilding or reinstatement of the Premises
                                    the cost of debris removal, demolition site
                                    clearance, any works that may be required by
                                    statute and incidental expenses; and

                           7.3.2.2. the loss of three year's Rent payable under
                                    this Lease from time to time (having regard
                                    to any review of Rent which may become due
                                    under this Lease);

                  7.3.3.   against damage or destruction by the Insured Risks or
                           to the extent that such insurance may ordinarily be
                           arranged for properties such as the Premises with an
                           insurer of repute and subject to such excesses or
                           exclusions or limitations as the insurer may require.

         7.4.     PAYMENT OF INSURANCE RENT

                  The Tenant shall pay the Insurance Rent on the day of this
                  Lease for the period from and including the Rent Commencement
                  Date to the day before the next policy renewal date and
                  subsequently the Tenant shall pay the Insurance Rent on demand
                  and if so demanded in advance the policy renewal date.

         7.5.     SUSPENSION OF RENT

                  7.5.1.   If and whenever during the Term:

                           7.5.1.1. the Premises or any part of them are damaged
                                    or destroyed by any of the Insured Risks
                                    except one against which insurance


                                      -20-
<PAGE>   21

                                    may not ordinarily be arranged with an
                                    insurer of repute for properties such as the
                                    Premises unless the Landlord has in fact
                                    insured against that risk so that the
                                    Premises or any part of them are unfit for
                                    occupation or use; and

                           7.5.1.2. payment of the insurance money is not
                                    refused in whole or in part by reason of any
                                    act or default of the Tenant or anyone at
                                    the Premises expressly or by implication
                                    with the Tenant's authority the provisions
                                    of clause 7.5:2 shall have effect.

                  7.5.2.   When the circumstances contemplated in clause 7.5:1
                           arise the Rent or a fair proportion of the Rent
                           according to the nature and the extent of the damage
                           sustained shall cease to be payable until the
                           Premises or the affected part shall have been rebuilt
                           or reinstated so that the Premises or the affected
                           part are fit for occupation or use, the amount of
                           such proportion and the period during which the Rent
                           shall cease to be payable to be determined by the
                           Surveyor acting as an expert and not an arbitrator.

         7.6.     REINSTATEMENT AND TERMINATION IF PREVENTED

                  7.6.1.   If and whenever during the Term:

                           7.6.1.1. the Premises or any part of them are damaged
                                    or destroyed by any of the Insured Risks
                                    except one against which insurance may not
                                    ordinarily be arranged with an insurer of
                                    repute for properties such as the Premises
                                    unless the Landlord has in fact insured
                                    against that risk; and

                           7.6.1.2. the payment of the insurance money is not
                                    refused in whole or part by reason of any
                                    act or default of the Tenant or anyone at
                                    the Premises expressly or by implication
                                    with the Tenant's authority the Landlord
                                    shall use its best endeavors to obtain all
                                    planning permissions or other permits and
                                    consents that may be required under the
                                    Planning Acts or other statutes to enable
                                    the Landlord to rebuild and reinstate
                                    ("Permissions").

                  7.6.2.   Subject to the provisions of clauses 7.6:3 and 7.6:4
                           the Landlord shall as soon as the Permissions have
                           been obtained or immediately where no Permissions are
                           required apply all money received in respect of such
                           insurance (except sums in respect of loss of Rent) in
                           rebuilding or reinstating the Premises so destroyed
                           or damaged.

                  7.6.3.   For the purposes of this clause the expression
                           "Supervening Events" means:

                           7.6.3.1. the Landlord has failed despite using best
                                    endeavors to obtain the Permissions;



                                      -21-
<PAGE>   22

                           7.6.3.2. any of the Permissions have been granted
                                    subject to a lawful condition which in all
                                    the circumstances it would be impossible to
                                    expect the Landlord to comply

                           7.6.3.3. some defect or deficiency in the site upon
                                    which the rebuilding or reinstatement is to
                                    take place would mean that the same could
                                    only be undertaken at a cost that would be
                                    unreasonable in all the circumstances;

                           7.6.3.4. the Landlord is unable to obtain access to
                                    the site for the purposes of rebuilding or
                                    reinstating;

                           7.6.3.5. the rebuilding or reinstating is prevented
                                    by war, act of God, government action,
                                    strike lock-out; or

                           7.6.3.6. any other circumstances beyond the control
                                    of the Landlord.

                  7.6.4.   The Landlord shall not be liable to rebuild or
                           reinstate the Premises if and for so long as the
                           rebuilding or reinstating is prevented by Supervening
                           Events.

                  7.6.5.   If upon the expiry of a period of three years
                           commencing on the date of the damage or destruction
                           the Premises have not been rebuilt or reinstated so
                           as to be fit for the Tenant's occupation and use
                           either party may by notice served at any time within
                           six months of the expiry of such period invoke the
                           provisions of clause 7.6:6.

                  7.6.6.   Upon service of a notice in accordance with clause
                           7.6:5

                           7.6.6.1. the Term will absolutely cease but without
                                    prejudice to any rights or remedies that my
                                    have accrued to either party against the
                                    other including (with prejudice to the
                                    generality of the above) any right that the
                                    Tenant may have against the Landlord for
                                    breach of the Landlord's covenants set out
                                    in clauses 7.6:1 and 7.6:2;

                           7.6.6.2. all money received in respect of the
                                    insurance effected by the Landlord pursuant
                                    to this clause shall belong to the Landlord.

         7.7.     TENANT'S INSURANCE COVENANTS

                  The Tenant covenants with the Landlord

                  7.7.1.   to comply with all the requirements and
                           recommendations of the insurers communicated in
                           writing to the Tenant;

                  7.7.2.   not to do or omit anything that could cause any
                           policy of insurance on or in relation to the Premises
                           to become void or voidable wholly or in part


                                      -22-
<PAGE>   23

                           nor (unless the Tenant shall have previously notified
                           the Landlord and have agreed to pay the increased
                           premium) anything by which additional insurance
                           premiums may become payable;

                  7.7.3.   to keep the premiums supplied with such fire fighting
                           equipment as the insurers and the fire authority
                           and/or the Landlord acting reasonably may require and
                           to maintain such equipment to their satisfaction and
                           efficient working order and at least once in every
                           six months to cause any sprinkler system and other
                           fire fighting equipment to be inspected by a
                           competent person;

                  7.7.4.   not to store or bring on the Premises any article,
                           substance or liquid of a specially combustible,
                           inflammable or explosive nature and to comply with
                           the reasonable requirements and recommendations of
                           the fire authority and the requirements of the
                           Landlord as to fire precautions relating to the
                           Premises;

                  7.7.5.   not to obstruct the access of any fire equipment or
                           the means of escape from the Premises nor to lock any
                           fire door while the Premises are occupied;

                  7.7.6.   to give notice to the Landlord immediately upon the
                           happening of any event which may affect any insurance
                           policy on or relating to the Use Premises or upon the
                           happening of any event against which the Landlord may
                           have insured under this Lease;

                  7.7.7.   immediately to inform the Landlord in writing of any
                           conviction, judgment or finding of any court or
                           tribunal relating to the Tenant or any director,
                           other officer or major shareholder of the Tenant) of
                           the Tenant) of such a nature as is likely to affect
                           the decision of any insurer or underwriter to grant
                           or continue any such insurance;

                  7.7.8.   if at any time the Tenant shall be entitled to the
                           benefit of any insurance on the Premises (which is
                           not effected or maintained in pursuance of any
                           obligation contained in this Lease) to apply all
                           money received by virtue of such insurance in making
                           good the loss or damage in respect of which such
                           money shall have been received;

                  7.7.9.   if and whenever during the Term the Premises or any
                           part of them are damaged or destroyed by an Insured
                           Risk and the insurance money under the policy of
                           insurance effected by the Landlord pursuant to the
                           obligations contained in this Lease is by reason of
                           any act or default of the Tenant or anyone at the
                           Premises expressly or by implication with the
                           Tenant's authority and under the Tenant's control
                           wholly or partially irrecoverable immediately in
                           every such case (at the option of the Landlord)
                           either:


                                      -23-
<PAGE>   24

                           7.7.9.1. to rebuild and reinstate at its own expense
                                    the Premises or the part destroyed or
                                    damaged to the reasonable satisfaction and
                                    under the supervision of the Surveyor the
                                    Tenant being allowed towards the expense of
                                    so doing upon such rebuilding and
                                    reinstatement being completed the amount (if
                                    any) actually received in respect of such
                                    destruction or damage under any such
                                    insurance policy; or

                           7.7.9.2. to pay to the Landlord on demand with
                                    interest the amount of such insurance money
                                    so irrecoverable in which event the
                                    provisions of clauses 7.5 and 7.6 shall
                                    apply.

8.       THE GUARANTOR'S COVENANTS

         In this clause 8 the expression "the Tenant" shall mean either or both
         of the companies named in clause 1.1:2 though not their successors in
         title and "the Term" shall mean the period during which this Lease is
         vested in the Tenant as so defined.

         The Guarantor covenants with the person named in clause 1.1:1 and
         without the need for any express assignment with all its successors in
         title that:

         8.1.     TO PAY, OBSERVE AND PERFORM

                  During the Term the Tenant shall punctually pay the rents and
                  observe and perform the covenants and other terms of this
                  Lease and if at any time during the Term the Tenant shall make
                  any default in payment of the rents or in observing or
                  performing any of the covenants or the terms of this Lease the
                  Guarantor will pay the rents and observe or perform the
                  covenants or terms in respect of which the Tenant shall be in
                  default and make good to the Landlord on demand and indemnify
                  the Landlord against all losses, damages, costs and expenses
                  arising or incurred by the Landlord as a result of such
                  non-payment non-performance or non-observance notwithstanding:

                  8.1.1.   any time or indulgence granted by the Landlord to the
                           Tenant or any neglect or forbearance of the Landlord
                           enforcing the payment of the rents or the observance
                           or performance of the covenants or other terms of
                           this Lease or any refusal by the Landlord to accept
                           rents tendered by or behalf of the Tenant at a time
                           when the Landlord was entitled (or would after the
                           service of a notice under the Law of Property Act
                           1925 Section 146 have been entitled) to re-enter the
                           Premises.

                  8.1.2.   that the terms of this Lease may have been varied by
                           agreement between the parties;

                  8.1.3.   that the Tenant shall have surrendered part of the
                           Premises in which event the liability of the
                           Guarantor under this Lease shall continue in respect
                           of




                                      -24-
<PAGE>   25

                           the part of the Premises not so surrendered after
                           making any necessary apportionments under the Law of
                           Property Act 1925 Section 140.

         8.2.     TO TAKE LEASE FOLLOWING DISCLAIMER

                  If at any time during the Term the Tenant (being an
                  individual) shall become bankrupt or (being a company) shall
                  enter into liquidation and the trustee in bankruptcy or
                  liquidator shall disclaim this Lease the Guarantor shall if
                  the Landlord shall by notice within sixty days after such
                  disclaimer so require take from the Landlord a lease of the
                  Premises for the residue of the Contractual Term which would
                  have remained had there been no disclaimer at the rent then
                  being paid under this Lease and subject to the same covenants
                  and terms as in this Lease (except that the Guarantor shall
                  not be required to procure that any other person is made a
                  party to that lease as Guarantor) such new lease to take
                  effect from the date of such disclaimer and in such case the
                  Guarantor shall pay the costs of such new lease and execute
                  and deliver to the Landlord a counterpart of it.

         8.3.     TO MAKE PAYMENTS FOLLOWING DISCLAIMER

                  If this Lease shall be disclaimed and for any reason the
                  Landlord does not require the Guarantor to accept a new lease
                  of the Premises in accordance with clause 8.2 the Guarantor
                  shall pay to the Landlord on demand an amount equal to the
                  rents for the period commencing with the date of such
                  disclaimer and ending on whichever is the earlier of the
                  following dates:

                  8.3.1.   the date six months after such disclaimer and

                  8.3.2.   the date (if any) upon which the Premises are relet.

9.       PROVISOS

         9.1.     RE-ENTRY

                  If and whenever during the Term:

                  9.1.1.   the rents (or any of them or any part of them) under
                           this Lease are outstanding for fourteen days after
                           becoming due whether formally demanded or not or

                  9.1.2.   there is a breach by the Tenant or the Guarantor of
                           any covenant or other term of this Lease or any
                           document supplemental to this Lease or

                  9.1.3.   an individual Tenant becomes bankrupt or

                  9.1.4.   a company Tenant or the Guarantor.



                                      -25-
<PAGE>   26

                           9.1.4.1. enters into liquidation whether compulsory
                                    or voluntary (but not if the liquidation is
                                    for amalgamation or reconstruction of a
                                    solvent company) or

                           9.1.4.2. has a receiver appointed or

                  9.1.5.   the Tenant enters into an arrangement for the benefit
                           of its creditors or

                  9.1.6.   the Tenant has any distress or execution levied on
                           its goods the Landlord may re-enter the Premises (or
                           any part of them in the name of the whole) at any
                           time (and even if any previous right of re-entry has
                           been waived) and then the Term will absolutely cease
                           but without prejudice to any rights or remedies which
                           may have accrued to the Landlord against the Tenant
                           or the Guarantor in respect of any breach of covenant
                           or other term of this Lease (including the breach in
                           respect of which the re-entry is made).

         9.2.     EXCLUSION OF USE WARRANTY

                  Nothing in this Lease or in any consent granted by the
                  Landlord under this Lease shall imply or warrant that the
                  Premises may lawfully be used under the Planning Acts for the
                  purpose authorized in this Lease (or any purpose subsequently
                  authorized).

         9.3.     ENTIRE UNDERSTANDING

                  This Lease embodies the entire understanding of the parties
                  relating to the Premises and to all matters dealt with by any
                  of the provisions of this Lease.

         9.4.     REPRESENTATIONS

                  The Tenant acknowledges that this Lease has not been entered
                  into in reliance wholly or partly on any statement or
                  representation made by or behalf of the Landlord except any
                  such statement or representation that is expressly set out in
                  this Lease.

         9.5.     LICENSES UNDER HAND

                  In the event of the Landlord at any time becoming a limited
                  company or other corporation all licenses, consents, approvals
                  and notices required to be given by the Landlord shall be
                  sufficiently given if given under the hand of a director, the
                  secretary or other duly authorized officer of the Landlord or
                  the Surveyor on behalf of the Landlord.

         9.6.     RIGHTS, EASEMENTS, ETC.

                  The operation of the Law of Property Act 1925 Section 62 shall
                  be excluded form this Lease and the only rights granted to the
                  Tenant are those expressly set out in this Lease and the
                  Tenant shall not by virtue of this Lease be deemed to have


                                      -26-
<PAGE>   27

                  acquired or be entitled to and the Tenant shall not during the
                  Term acquire or become entitled by any means whatever to any
                  easement from or over or affecting any adjoining property.

         9.7.     COVENANTS RELATING TO ADJOINING PROPERTY

                  Nothing contained in or implied by this Lease shall give the
                  Tenant the benefit of or the right to enforce or to prevent
                  the release or modification of any covenant, agreement or
                  condition entered into by any tenant of the Landlord in
                  respect of any adjoining property.

         9.8.     DISPUTES WITH ADJOINING OCCUPIERS

                  If any dispute arises between the Tenant and the tenants or
                  occupiers of any adjoining property as to any easement, right
                  or privilege in connection with the use of the Premises and
                  any of the Adjoining Property or as to any boundary structures
                  separating the Premises from the Adjoining Property it shall
                  be decided by the Surveyor acting as an expert and not as an
                  arbitrator.

         9.9.     EFFECT OF WAIVER

                  Each of the Tenant's covenants shall remain in full force both
                  at law and in equity notwithstanding that the Landlord shall
                  have waived or released temporarily any such covenant or
                  waived or released temporarily or permanently revocably or
                  irrevocably any similar covenant or covenants affecting any
                  other Adjoining Property.

         9.10.    PERPETUITY PERIOD

                  The perpetuity period applicable to this Lease shall be eighty
                  years from the commencement of the Contractual Term and
                  whenever in this Lease either party is granted a future
                  interest there shall be deemed to be included in respect of
                  every such grant a provision requiring that future interest to
                  vest within the stated period and for it to be void for
                  remoteness if it shall not have so vested.

         9.11.    PARTY WALLS

                  Any walls that divided the Building from Other Buildings shall
                  be deemed to be party walls within the meaning of the Law of
                  Property Act 1925 Section 38 and shall be maintained at the
                  equal shared expense of the Tenant and the other respective
                  estate owners.

         9.12.    TENANT'S PROPERTY

                  If after the Tenant has vacated the Premises on the expiry of
                  the Term any property of the Tenant remains in or on the
                  Premises and the Tenant fails to remove it within seven days
                  after being requested in writing by the Landlord to do so or
                  if after using their best endeavors the Landlord is unable to
                  make such a



                                      -27-
<PAGE>   28

                  request to the Tenant within fourteen days from the first
                  attempt so made by the Landlord:

                  9.12.1.  the Landlord may as the Agent of the Tenant sell such
                           property and the Tenant will indemnify the Landlord
                           against any liability incurred by them to any third
                           party whose property shall have been left in the
                           Premises upon the Lessees vacating and sold by the
                           Landlord in the mistaken belief held in good faith
                           (which shall be presumed unless the contrary be
                           proved) that such property belonged to the Tenant;

                  9.12.2.  if the Landlord having made reasonable efforts is
                           unable to locate the Tenant the Landlord shall be
                           entitled to retain such proceeds of sale absolutely
                           unless the Tenant shall claim them within three
                           months of the date upon which the Tenant vacated the
                           Premises; and

                  9.12.3.  the Tenant shall indemnify the Landlord against any
                           damages occasioned to the Premises and any actions,
                           claims, proceedings, costs, expenses and demands made
                           against the Landlord caused by or related to the
                           presence of the property in or on the Premises.

         9.13.    COMPENSATION ON VACATING

                  Any statutory right of the Tenant to claim compensation from
                  the Landlord on vacating the Premises shall be excluded to the
                  extent that the Law allows.

         9.14.    SERVICE OF NOTICES

                  The provisions of the Law of Property Act 1925 Section 196 as
                  amended by the Recorded Delivery Service Act 1962 shall apply
                  to the giving and service of all notices and documents under
                  or in connection with this Lease except that Section 196 shall
                  be deemed to be amended as follows:

                  9.14.1.  the final words of Section 196(4) "...and that
                           service...be delivered" shall be deleted and there
                           shall be substituted "...and that service shall be
                           deemed to be made on the third Working Day after the
                           registered letter as been posted." "Working Day"
                           meaning any day from Monday to Friday (inclusive)
                           other than Christmas Day, Good Friday and any
                           statutory bank or public holiday;

                  9.14.2.  any notice or document shall be sufficiently served
                           on a party if served on solicitors who have acted for
                           that party in relation to this Lease or the Premises
                           at any time within the year preceding the service of
                           the notice or document;

                  9.14.3.  any notice or document shall be sufficiently served
                           if sent by telex (telephonic facsimile transmission
                           or any other means of electronic transmission) to the
                           party to be served (or its solicitors where clause
                           9.14.2


                                      -28-
<PAGE>   29

                           applies) and that service shall be deemed to be made
                           on the day of transmission if transmitted before 4:00
                           p.m. on a Working Day but otherwise on the next
                           following Working Day (as defined above) and in this
                           clause "party" includes the Guarantor.

         IN WITNESS of which this deed has been executed the day and the year
first above written.


                                 FIRST SCHEDULE

                                 RIGHTS GRANTED

1.       RIGHTS OF WAY

         The right for the Tenant and all persons expressly or by implication
         authorized by it (in common with the Landlord and all other persons
         having a like right) to pass and repass to and from the Premises at all
         times with or without vehicles for all purposes connected with the use
         and enjoyment of the Premises (but not otherwise) over and along the
         road colored brown on the Plan and over the Parking and Turning Area
         colored blue on the Plan.

2.       RIGHT TO PARK

         The exclusive right for the Tenant and all persons expressly or by
         implication authorized by the Tenant to park cars and vans on ten (10)
         of the parking bays to be allocated by the Landlord.

3.       EMERGENCY EXIT FROM PREMISES

         The right to use the fire doors situated at the rear of the Premises as
         emergency escape routes from the Premises only when such use is
         necessitated by fire or other disaster.

4.       PIPES

         The right to the free passage and running (subject to temporary
         interruption for repair alteration or replacement) of water, sewage,
         electricity, telephone and other services or supplies to and from the
         Premises in and through the Pipes in, on, under or over the Adjoining
         Property that now serve the Premises (in common with the Landlord and
         all other persons having a like right).


                                      -29-
<PAGE>   30

5.       ACCESS TO ADJOINING PROPERTY

         The right at reasonable times and upon reasonable notice, except in the
         case of emergency, to enter upon the Adjoining Property, to carry out
         any redecoration or repairs to the Premises or the Building erected
         thereon or to any of the Pipes which serve the Premises, in exercising
         such right the Tenant shall cause no damage to the Adjoining Property
         or in the event of causing damage make good any damage caused and shall
         not disrupt or interfere with the work of the Landlord, their servants,
         agents or other Tenants and shall pay to the Landlord or the Landlord's
         other tenants such sum by way of compensation for any such disruption
         damage or interference as shall be reasonably claimed by the Landlord
         or their tenants as shall be calculated by the Surveyor acting as an
         expert and not an arbitrator.


                               THE SECOND SCHEDULE

                                 RIGHTS RESERVED

1.       USE OF PIPES

         The right to the free and uninterrupted passage and running of water,
         sewage, gas, electricity, telephone and other services or supplies from
         and to the Adjoining Property in and through the Pipes which now or may
         be during the Term in, on, under or over the Premises.

2.       RIGHT TO CONSTRUCT PIPES

         The right to construct and to maintain in, on, under or over the
         Premises, at any time during the Term, any Pipes for the provision of
         services or supplies to the Adjoining Property or to any other property
         with the consent of the Landlord.

3.       ACCESS

         3.1.     The right at any time during the Term to enter (or in the case
                  of emergency to break into and enter) the Premises:

                  3.1.1.   to inspect the condition and state and repair of the
                           Premises;

                  3.1.2.   to inspect, cleanse, connect, to remove, replace with
                           others, alter or execute any works whatever to or in
                           connection with the Pipes, easements, services or
                           supplies referred to in paragraphs 1 and 2 of this
                           Schedule;

                  3.1.3.   to carry out work of any kind to the Adjoining
                           Property or the other buildings which cannot
                           conveniently be carried out without access to the
                           Premises;



                                      -30-
<PAGE>   31

                  3.1.4.   to take schedules or inventories of fixtures and
                           other items to be yielded up on the expiry of the
                           Term; and

                  3.1.5.   to exercise any of the rights granted to the Landlord
                           elsewhere in this Lease provided that the Lessor or
                           the person exercising this right shall cause as
                           little damage and inconvenience as necessary.

         3.2.     The right with the Surveyor and the third party determining
                  the Rent in default of agreement between the parties under any
                  provisions for rent review contained in this Lease to enter
                  and inspect and measure the Premises for all purposes
                  connected with any pending or intended step under the 1954 Act
                  or the implementation of the provisions for rent review.

         3.3.     The right of the Landlord to remove any vehicle parked on the
                  parking bays allocated and numbered on the Plan 55 or 57 in
                  the event that such parking causes obstruction to the Landlord
                  or any other tenant of the Adjoining Property or their
                  servants or agents or visitors in order to give the Landlord
                  or their tenants of the Adjoining Property access to and
                  egress from the Estate. Such right shall only be exercised by
                  the Landlord in the event that the Landlord's request for the
                  removal of the obstructing vehicle is not complied with by the
                  Tenant.

4.       LIGHT

         Full right and liberty at any time after the date of this Lease:

         4.1.     to alter, raise the height of or rebuild any of the Other
                  Buildings;

         4.2.     to erect any new building of any height on the Adjoining
                  Property in such manner as they shall think fit
                  notwithstanding the fact that the same may obstruct, affect or
                  interfere with the amenity of or the access to the Premises or
                  the passage of light and air to the Premises.


                               THE THIRD SCHEDULE

                              RENT AND RENT REVIEW

1.       DEFINITIONS

         1.1.     The terms defined in this paragraph shall for all purposes of
                  this Schedule have the meaning specified.

         1.2.     "Review Period" means the period between any Review Date and
                  the day prior to the next Review Date (inclusive) or between
                  the last Review Date and the expiry of the Term (inclusive).

         1.3.     "the Assumptions" means the following assumptions at the
                  relevant Review Date.



                                      -31-
<PAGE>   32

                  1.3.1.   that no work has been carried out on the Premises by
                           the Tenant or their predecessors in title during the
                           Term which has diminished the rental value of the
                           Premises;

                  1.3.2.   that if the Premises have been destroyed or damaged
                           they have been fully restored;

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

                  1.3.4.   that the Premises are available to let by a willing
                           landlord to a willing tenant by one lease without a
                           premium being paid by either party and with vacant
                           possession;

                  1.3.5.   that the Premises are ready for and fitted out and
                           equipped for immediate occupation and use for the
                           purpose or purposes required by the willing tenant
                           referred to in paragraph 1.3.4 and that all the
                           services required for such occupation and use are
                           connected to the Premises;

                  1.3.6.   that the lease referred to in paragraph 1.3.4
                           contains the same terms as this Lease except the
                           amount of the Initial Rent and any rent free period
                           allowed to the Tenant for fitting out the Premises
                           for its occupation and use at the commencement of the
                           Term but including the provisions for rent review on
                           the Review Dates and at similar intervals after the
                           last Review Date and except as set out in paragraph
                           1.3.7;

                  1.3.7.   that the term of the lease referred to in paragraph
                           1.3.4 is equal in length to the Contractual Term
                           remaining unexpired at the relevant Review Date or a
                           period of three years whichever is the greater and
                           that such term begins on the relevant Review Date and
                           the rent shall commence to be payable from that date
                           and that the years during which the tenant covenants
                           to decorate the Premises are at similar intervals
                           after the beginning of the term of such lease as
                           those specified in this Lease;

                  1.3.8.   that the lease referred to in paragraph 1.3.4 will be
                           renewed at the expiry of its term under the
                           provisions of the 1954 Act.

         1.4.     "the Disregarded Matters" means:

                  1.4.1.   any effect on rent of the fact that the Tenant or its
                           predecessors in title have been in occupation of the
                           Premises;

                  1.4.2.   any goodwill attached to the Premises by reason of
                           the carrying on at the Premises of the business of
                           the Tenant or its predecessors in title in their
                           respective businesses;



                                      -32-
<PAGE>   33

                  1.4.3.   any increase in rental value of the Premises
                           attributable to the existence at the relevant Review
                           Date of any improvement to the Premises carried out
                           with consent where required otherwise than in
                           pursuance of an obligation to the Landlord either:

                           1.4.3.1. by the Tenant during the Term or during any
                                    period of occupation prior to the Term
                                    arising out of an agreement to grant; or

                           1.4.3.2. by any Tenant of the Premises before the
                                    commencement of the Term so long as the
                                    Landlord have not since the improvement was
                                    carried out had vacant possession of the
                                    relevant part of the Premises.

         1.5.     "the President" means the President for the time being of the
                  Royal Institution of Chartered Surveyors the duly appointed
                  deputy of the President or any persons authorized by the
                  President to make appointments on his behalf.

         1.6.     "the Arbitrator" means a person appointed by agreement between
                  the parties or in absence of agreement within fourteen days of
                  one party giving notice to the other of nomination or
                  nominations nominated by the President on the application of
                  either party made not earlier than six months before the
                  relevant Review Date or at any time afterwards.

2.       ASCERTAINING THE RENT

         2.1.     The Rent shall be:

         2.1.1.   until the first Review Date the Initial Rent; and

         2.1.2.   during each successive Review Period a rent equal to the
                  greater of:

                  2.1.2.1. the Rent payable immediately prior to the relevant
                           Review Date, or if payment of Rent has been suspended
                           pursuant to the proviso to that effect contained in
                           this Lease the Rent which would have been payable had
                           there been no such suspension; or

                  2.1.2.2. such Rent as may be ascertained in accordance with
                           this Schedule.

         2.2.     Such revised Rent for any Review Period may be agreed in
                  writing at any time between the parties or (in the absence of
                  agreement) will be determined by the Arbitrator.

         2.3.     The revised Rent to be determined by the Arbitrator shall be
                  such as he shall decide to be the rent at which the Premises
                  might reasonably be expected to be let



                                      -33-
<PAGE>   34

                  on the open market at the relevant Review Date making the
                  Assumptions but disregarding the Disregarded Matters.

         2.4.     The arbitration shall be conducted in accordance with the
                  Arbitration Act 1996 except that if the Arbitrator nominated
                  pursuant to paragraph 1.6 shall die or decline to act the
                  President may on the application of either party discharge the
                  Arbitrator and appoint another in his place.

         2.5.     Whenever the Rent shall have been ascertained in accordance
                  with this Schedule memoranda to this effect shall be signed by
                  or on behalf of the parties and annexed to this Lease and its
                  counterpart and the parties shall bear their own costs in this
                  respect.

3.       ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED RENT

         3.1.     If the revised Rent payable during any Review Period has not
                  been ascertained by the relevant Review Date Rent shall
                  continue to be payable at the rate previously payable such
                  payments being on account of the Rent for that Review Period.

         3.2.     If one party shall upon publication of the Arbitrator's award
                  pay all the Arbitrator's fees and expenses such parties shall
                  be entitled to recover (in default of payment within
                  twenty-one days of a demand to that effect in the case of the
                  Landlord as Rent in arrears or in the case of the Tenant by
                  deduction from that Rent) such proportion of them (if any) as
                  the Arbitrator shall award against the other party.

4.       PAYMENT OF REVISED RENT

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

         4.2.     If the revised Rent payable during any Review Period has not
                  been ascertained by the relevant Review Date then immediately
                  after the date when the same has been agreed between the
                  parties or the date upon which the Arbitrator's award shall be
                  received by one party the Tenant shall pay to the Landlord:

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



                                      -34-
<PAGE>   35

                  4.2.2.   interest at the base lending rate of the bank
                           referred to in or nominated pursuant to clause 1.8
                           prevailing on the day upon which the shortfall is
                           paid in respect of each installment of Rent due on or
                           after the Review Date on the amount by which the
                           installment of revised Rent which would have been
                           paid on the relevant Review Date or such quarter day
                           exceeds the amount paid on account and such interest
                           shall be payable for that period from the date upon
                           which the installment was due up to the date of
                           payment of the shortfall.


                               THE FOURTH SCHEDULE

                            THE INDUSTRIAL COVENANTS

1.       ROADS AND PIPES

         1.1.     To pay the Landlord on demand one quarter of any sums that may
                  be incurred by the Landlord in or incidentally to the
                  performance of their obligation under clauses 6.2, 6.3 or 6.4
                  herein or maintaining and keeping in good and substantial
                  repair and condition.

                  1.1.1.   the Pipes in, on, under or over the Adjoining
                           Property that serve the Premises.

         1.2.     Not to permit any vehicles belonging to the Tenant or any
                  other person calling on the Premises expressly or by
                  implication with the authority of the Tenant to stand or park
                  on the road colored brown on the Plan or on the pavement and
                  to use its best endeavors to ensure that such persons shall
                  not permit any vehicle to stand on any such road or pavement.

2.      USER

         2.1.     To use the Premises for the permitted user approved by the
                  Landlord.

         2.2.     Not to cease carrying on business in the Premises or leave the
                  Premises unoccupied for more than one month without:

                  2.2.1.   notifying the Landlord; and

                  2.2.2.   providing such caretaking or security arrangements as
                           the Landlord shall require and the insurers shall
                           require in order to protect the Premises from
                           vandalism, theft, damage or unlawful occupation.

                                      -35-
<PAGE>   36

3.       SMOKE ABATEMENT

         3.1.     To ensure that every furnace, boiler or heater at the Premises
                  (whether using solid, liquid or gaseous fuel) is constructed
                  and used so as substantially to consume or burn the smoke
                  arising from it.

         3.2.     Not to cause or permit any grit or noxious or offensive
                  effluvia to be emitted from any engine, furnace, chimney or
                  other apparatus on the Premises without using means for
                  preventing or counteracting such emission.

         3.3.     To comply with the provisions of the Clean Air Acts 1956 and
                  1968 and the Control of Pollution Act 1974 and with the
                  requirements of any notice of the Local Authority served under
                  them.

4.      POLLUTION

         Not to permit to be discharged into any Pipes serving the Premises:

         4.1.     any oil or grease or any deleterious objectionable dangerous,
                  poisonous or explosive matter or substance and to take all
                  measures to ensure that any effluent discharged into the Pipes
                  will not be corrosive or otherwise harmful to the Pipes or
                  cause obstruction or deposit in them; or

         4.2.     any fluid of a poisonous or noxious nature or of a kind likely
                  to or that does in fact destroy, sicken or injure the fish or
                  contaminate or pollute the water of any stream or river.

5.      ROOF AND FLOOR WEIGHTING

         5.1.     Not to bring or permit to remain upon the Building any safes,
                  machinery, goods or other articles which shall or may strain
                  or damage the Building or any part of it.

         5.2.     Not without the consent of the Landlord to suspend any weight
                  from the portal frames, stanchions or roof purlins of the
                  Building or use the same for the storage of goods or place any
                  weight on them.

         5.3.     Not to place any storage or loading on the first floor of the
                  Building which will exceed 250 kilograms per square meter.

         5.4.     On any application by the Tenant for the Landlord's consent
                  under paragraph 5.2 the Landlord shall be entitled to consult
                  and obtain the advice of an engineer or other person in
                  relation to the roof or floor loading proposed by the Tenant
                  and the Tenant shall repay to the Landlord on demand the
                  reasonable fee of such engineer or other person.


                                      -36-
<PAGE>   37

6.      MACHINERY

         6.1.     To keep all plan apparatus and machinery (including any
                  boilers and furnaces) upon the Premises properly maintained
                  and in good working order and for that purpose to employ
                  reputable contractors for the regular periodic inspection and
                  maintenance of them;

         6.2.     To renew all working and other parts as and when necessary or
                  when recommended by such contractors;

         6.3.     To ensure by directions to the Tenant's staff as and otherwise
                  that such plant apparatus and machinery are properly operated;
                  and

         6.4.     To avoid damage to the Premises by vibration or otherwise.

7.       SIGNS

         At all times to display and maintain a suitable sign showing the
         Tenant's trading name and business of a size and kind first approved by
         the Landlord and if necessary for which planning approval has been
         granted by the Local Authority on a point on the Premises to be
         approved in writing by the Landlord.

8.       REGULATIONS

         To comply with all reasonable regulations made by the Landlord from
         time to time for the management of the Estate and notified to the
         Tenant in writing provided that nothing in the regulations shall
         purport to amend the terms of this Lease and in the event of any
         inconsistency between the terms of this Lease and the regulations the
         terms of this Lease shall prevail.


                               THE FIFTH SCHEDULE

            PARTICULARS OF MATTERS TO WHICH THE PREMISES ARE SUBJECT


         The matters referred to in the Property and Charges Registers of Title
         Number WT.67966



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<PAGE>   38


                               THE SIXTH SCHEDULE

                     TERMS OF AUTHORIZED GUARANTEE AGREEMENT
                    REFERRED TO IN CLAUSE 5.9.5 OF THE LEASE

1.       DEFINITIONS

         For the purpose of this Schedule the following terms have the following
         meanings:

         1.1.     Guaranteeing Tenant. A tenant or assignee who is assigning
                  this Lease lawfully with the Landlord's consent under the
                  terms of this Lease.

         1.2.     Guaranteed Assignee. The immediate successor in title of the
                  Guaranteeing Tenant.

2.       GUARANTEE

         During the period when the Lease is vested in the Guaranteed Assignee
         in accordance with the conditions set out in clause 5.9 the
         Guaranteeing Tenant shall guarantee the performance of the covenants of
         this Lease including the obligation to pay rent and other payments
         lawfully due.

3.       EXTENT OF GUARANTEE

         If the Guaranteed Assignee shall make default in payment of rents or in
         observing or performing the terms of this Lease the Guaranteeing Tenant
         will pay such rents and observe such terms in respect of which the
         Guaranteed Assignee shall be in default and will make good to the
         Landlord on demand and fully indemnify the Landlord against all losses,
         damages, performance or non-observance notwithstanding:

         3.1.     any time or indulgence granted by the Landlord or any neglect
                  or forbearance of the Landlord in enforcing the payments of
                  rents or the observance or performance of the terms of this
                  Lease;

         3.2.     that the terms of this Lease may have been varied in manner
                  permitted by the 1995 Act;

         3.3.     that the tenant or assignee for the time being shall have
                  surrendered any part of the Premises in which event the
                  liability of the Guaranteeing Tenant under this Lease shall
                  continue in respect of the part of the Premises not so
                  surrendered after making any statutory apportionments;

         3.4.     any other act or thing by which but for these provisions the
                  Guaranteeing Tenant would have been released.



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<PAGE>   39

4.       TO TAKE LEASE FOLLOWING DISCLAIMER

         4.1.     If at any time during the period when the Lease is vested in
                  the Guaranteed Assignee such assignee being an individual
                  shall become bankrupt or being a company shall enter into
                  liquidation and the trustee in bankruptcy or liquidator shall
                  disclaim this Lease the Guaranteeing Tenant shall take a Lease
                  of the Premises if the Landlord shall by notice within three
                  months of such disclaimer so require.

         4.2.     The Lease shall be for the residue of the Term which would
                  have remained had there been no disclaimer at the rents then
                  paid (subject to review at the same times as provided by this
                  Lease and subject to the same covenants and terms as in this
                  Lease).

         4.3.     The Guaranteeing Tenant shall pay the Landlord's reasonable
                  legal costs and surveyors fees of and incidental to the grant
                  of such new lease and execute and deliver to the Landlord a
                  counterpart of it.

5.       NON-LAWFUL ASSIGNMENT

         For the avoidance of doubt it is declared that the provisions of this
         Schedule shall not apply to an excluded assignment as defined by the
         1995 Act or to any underlease of the Premises.


                                [SIGNATURE PAGE]

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