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                                                                    Exhibit 10.1


THIS LEASE made the 24th day of November Two Thousand BETWEEN UDARAS NA
GAELTACHTA having its Principal Office in the State at Na Forbacha in the County
of Galway, Statutory Body (hereinafter called "the Lessor" which expression
shall where the context so admits include its successors and assigns) of the One
part AND QUALTRON TEORANTA having its Registered Office at Unit 10 Eastat
Tionsclaioch na Doiri Beaga in the County of Donegal a Limited Liability Company
(hereinafter called "the Lessee" which expression shall where the context so
admits include its successors and permitted assigns) of the Other part.

In these presents and in the schedules hereto (save where the context otherwise
requires or implies) the following words and expressions shall have the meanings
assigned to them hereunder:

"the Lessor's Industrial Estate" means the hereditaments and premises described
in the First Schedule hereto.

"the demised premises" means the premises hereby demised and more particularly
described in clause 1 hereof.

"Common Parts" mean those parts of the Lessor's Industrial Estate not for the
time being demised to nor in the exclusive occupation of any Lessee or Licensee
of the Lessor nor for the time being intended or (as the case may be) designed
for letting as such the use/or benefit of which is common to the Lessee and
others authorised by the Lessor and shall include (but not by way of exception)
the structure, exterior and structural walls floors and ceilings foundations
structural supports and columns roof window frames lifts machinery and (save
where the same shall have been for the time being demised by the Lessor) the
entrance doors gates foyers landings staircases hallways corridors toilets car
parks, estate roads, grassed areas and other common facility areas within the
curtilage of the Lessor's Industrial Estate.

"conduits" mean gutters gullies pipes drains sewers watercourses channels ducts
flues mains wires cables and other conducting media.

"Utilities" mean water water-tanks soils effluent and waste of all kinds gas
electricity telephone fire fighting equipment and other services including any
plant machinery apparatus and equipment to operate or required for the
utilities.

"systems" mean the fire prevention and fire detection system the burglar alarm
and security system.

WITNESSETH as follows:

1.    In consideration of the rents, covenants and conditions hereinafter
      reserved and contained and on the part of the Lessee to be paid observed
      and performed, the Lessor hereby demises unto the Lessee ALL THAT AND
      THOSE the lands with the factory premises
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      containing 2663 square metres or thereabouts situate thereon and
      comprising part of Folio 40947 County Donegal being more particularly
      described on the map attached hereto and surrounded by a red verge line.

      TOGETHER WITH:

      (1)   The Lessor's fixtures therein or thereon (all which said land
            buildings and fixtures are hereinafter collectively called the
            "demised premises") and;

      (2)   full and free right of access (in common with the Lessor and other
            persons having the like right) at all times and for all purposes
            connected with the demised premises but not for any other purpose
            along and over the area shown coloured yellow on the said map.

EXCEPTING AND RESERVING unto the Lessor and the person or persons for the time
being occupying any other part or parts of the Lessor's Industrial Estate of
which the demised premises are a portion:

      (1)   The free and uninterrupted passage and running of water soil and
            effluent drainage gas water and electricity steam telephone or any
            other services or supplies from the other buildings and lands of the
            Lessor and its tenants adjoining or near to the demised premises
            through the sewers drains watercourses conduits pipes and cables
            which now are or may hereafter during the term hereby granted be in
            or over under or upon the demised premises.

      (2)   At any time hereafter or from time to time full right and liberty to
            execute works services and building upon or to alter or rebuild any
            of the erections services and buildings erected on its adjoining and
            neighbouring lands and to use its adjoining and neighboring lands
            and buildings, works, services and erections as it may think fit
            notwithstanding that the access of light and air to the demised
            premises may be interfered with.

      TO HOLD the same unto the Lessee for the term of 21 years commencing on
      the 1st day of August 2000 YIELDING AND PAYING therefor and thereout
      during each of the first 5 years plus one day of the said term the yearly
      rent of (pound)68,785 and thereafter during each of the successive periods
      of 5 years of which the first shall begin on the 2nd day of August 2005 a
      yearly rent equal to (a) the yearly rent payable hereunder during the
      preceding period or (b) such revised yearly rent as may from time to time
      be ascertained in accordance with the provisions in that behalf contained
      in the Second Schedule hereto (whichever shall be the greater).

      The said rents in all cases are to be paid without any deductions in
      advance by equal quarterly installments by way of Bankers Standing Order
      on the 1st day of January, 1st day of April, 1st day of July, and on the
      1st day of October, in every year during the term hereby granted.


                                       -2-
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2.    The Lessee hereby covenants with the Lessor as follows:

      (1)   To pay the said yearly rents at the times and in manner aforesaid
            clear of all deductions.

      (2)   To bear pay and discharge all rates (including any water rate for
            the time being imposed by the Lessor) taxes assessments duties
            charges and impositions whatsoever which now are or during the said
            term shall be charged assessed or imposed upon the demised premises
            or any part thereof or upon the owner or occupier in respect thereof
            except the Lessors liability for Income Tax and to indemnify the
            Lessor against all actions suites claims and demands whatsoever made
            in respect thereof.

      (3)   To repair and keep in good and substantial repair and condition
            using suitable materials of good quality the whole of the demised
            premises and every part thereof and the Lessors fixtures therein and
            such parts of the drains pipes wires and sanitary apparatus serving
            the demised premises as are situate within same and from time to
            time as required and in any event in every fifth year of the term
            and in the last year thereof to paint and colour all the outside and
            inside parts of the demised premises as are actually painted and
            coloured and all additions thereto in proper and workmanlike manner
            and with suitable materials of their several kinds.

      (4)   To keep such parts of the land forming part of the demised premises
            as are from time to time undeveloped and the grass and any trees
            shrubs and hedges in proper and neat order and condition and any
            ditches streams culverts and watercourses properly cleared and
            cleaned and in particular not to deposit or permit to be deposited
            any rubbish or refuse nor without the prior consent in writing of
            the Lessor (and then only on such parts of the said land and subject
            to such conditions as the Lessor may stipulate or impose) to store
            stack or lay out any material used for the purpose of manufacture or
            otherwise on any part of the said land.

      (5)   To bear with the owners or occupiers of each other unit in the said
            Industrial Estate the cost and expense of all necessary maintenance,
            repair and up-keep (and operating cost where applicable) of access
            roads, footpaths, common parts, drainage and water services and
            public lighting in the same proportion as the gross area of the
            buildings erected on the demised premises bears to:

            a)    where the Lessor's Industrial Estate is fully completed the
                  total gross areas of all the industrial units in the estate
                  and

            b)    In the case of a non completed or part completed estate the
                  total gross areas of all the completed units in the estate and
                  where roads and services have been provided to un-developed
                  areas of the estate, the gross area of buildings in the course
                  of erection and proposed buildings fronting onto such services
                  until such time as same are taken in charge by the Local
                  Authority.


                                       -3-
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      (6)   At all times during the term to observe and comply in all respects
            with the requirements of any enactment (which expression shall for
            the purpose of this covenant include every existing or future
            statute and every existing or future directive of the Commission of
            the European Communities as well as any regulation order or bye-law
            made under or in pursuance of any statute or of any said EU
            Directive so far as the same may relate to or affect the demised
            premises or any part thereof or the user thereof or the use or
            employment therein of any chattel or substance) and to execute all
            works and provide and maintain all arrangements which by or under
            any enactment or by any Government Department or other authority or
            by the Court are or may be directed or required to be executed
            provided or maintained in respect of the demised premises or any
            improvements thereto or in respect of any user thereof or in respect
            of any chattel or substance at any time therein AND WITHOUT
            PREJUDICE to the generality of the foregoing not to do or omit or
            permit to be done or omitted anything on or in connection with the
            Demised Premises the doing or omission of which shall be a
            contravention of the Planning Acts, Factories Acts, Public Health
            Acts, Water Pollution Acts, Air Pollution Acts, Safety, Health and
            Welfare at Work Act, 1989, Dangerous Substances Act, 1972 Fire
            Services Act 1981, Building Control Act 1990 or of any notices
            orders licences consents permissions and conditions (if any) served
            made granted or imposed thereunder or under any enactment repealed
            thereby and not to do or suffer to be done or omitted in or about
            the demised premises any act or thing in respect of which the Lessor
            may under any enactment have imposed upon it or become liable to pay
            any penalty damages compensation costs and charges or expenses and
            to indemnify (as well after the expiration of the said term by
            effluxion of time or otherwise as during its continuance) and keep
            indemnified the Lessor against all actions, proceedings, damages,
            penalties, costs, charges, claims, and demands, made against, or
            suffered, or incurred, by the Lessor, arising directly or
            indirectly, out of such acts and omissions, or any of them, and
            against the costs of any application for the Planning Permission and
            the works and things done in pursuance thereof.

      (7)   To perform and observe all the obligations which the Lessor in
            respect of being the owner or Lessor of the said demised premises
            may be liable to perform or observe during the said term by virtue
            of any Act or Acts of the Oireachtais or of any direction or
            requirements of any public or local authority.

      (8)   To permit the Lessor or it duly authorised agents to enter the
            demised premises for the purpose of inspecting and noting the
            readings on any meter or other measuring devices installed in the
            demised premises by the Lessor and upon giving previous notice in
            writing at all reasonable and convenient times to enter the demised
            premises and examine the state of repair and condition thereof and
            to check and take inventories of the Lessor's Fixtures fittings and
            equipment therein and that the Lessee will repair and make good all
            defects decays and wants of repair of which notice in writing shall
            be given by the Lessor to the Lessee and for which the Lessee may be
            liable hereunder within two calendar months after the giving of such
            notice provided that in case of default by the Lessee the Lessor


                                       -4-
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            may make good such defects decays and wants of repair and the cost
            of the same shall be repayable by the Lessee to the Lessor on
            demand.

      (9)   Not to make any alterations or additions to the demised premises or
            erect any new buildings thereon without the prior written consent of
            the Lessor and the approval of the Lessor to the plans and
            specifications thereof and if such consent and approval is given to
            make such alterations or additions in conformity with such plans and
            specifications and to the approval of the Lessor and upon such terms
            as the Lessor may consider reasonable.

      (10)  To use the demised premises for the purpose of the manufacture of
            telecommunications equipment and components and light electronic
            assemblies and not to use the demised premises or suffer or permit
            same to be used for any other purpose whatsoever except with the
            previous consent in writing of the Lessor which consent shall not be
            unreasonably withheld so however that the Lessor's consent shall not
            be treated or construed as being unreasonably withheld if it is
            withheld on any of the grounds following, that is to say:

            a)    that the trade or business to be carried on is not one which
                  the Lessor considers to be quiet and inoffensive;

            b)    that the trade or business to be carried on is considered by
                  the Lessor to be one which would be in conflict with the
                  Lessor's interpretation of good estate management;

            c)    that the giving of its consent would result in a change of
                  user constituting development within the provisions of any
                  Planning Act order plan regulation permission consent or
                  direction at the time being in force or any change of use
                  which although not constituting development would prevent
                  reversion to the present use of the demised premises.

      (11)  Not to use the demised premises or suffer or permit the same to be
            used for any offensive noisy or dangerous trade business manufacture
            or occupation or for any purpose or in any manner which may be a
            nuisance to the Lessor or the owners or occupiers of neighbouring or
            adjacent premises provided that the carrying on in a proper manner
            and in such a way as to cause as little nuisance to the Lessor or
            the owners or occupiers of neighbouring or adjacent premises as is
            reasonably possible of the trade or business as is hereinbefore in
            sub-paragraph (10) of this clause provided for, shall not be deemed
            to be a breach of this covenant.

      (12)  Not to exhibit on the outer wall or roof of the demised premises or
            of any building or structure thereon any sign signboard or hanging
            sign fascia advertisement placard or lettering except such as may
            previously have been approved in writing by the Lessor such approval
            not to be unreasonably withheld.


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      (13)

            a)    To take such measures as may be necessary to ensure that any
                  effluent discharged into the drains or sewers which belong to
                  or are used for the demised premises in common with other
                  premises will not be corrosive or in any way harmful to the
                  said drains or sewers or cause any obstruction or deposit
                  therein and to obtain such licenses authorisations and
                  consents as may be required by law for the discharge of such
                  effluents;

            b)    not to discharge or allow to be discharged any solid matter
                  from the demised premises into the drains or sewers as
                  aforesaid nor to discharge or allow to be discharged therein
                  any fluid of a poisonous or noxious nature or of a kind
                  calculated to or that does in fact destroy sicken or injure
                  the fish or contaminate or pollute the water of any stream or
                  river and not to do or omit or allow or suffer to be done or
                  omitted any act or thing whereby any land or the waters of any
                  stream or river may be polluted or the composition thereof so
                  changed as to render the Lessor liable to any action or
                  proceedings by any person whomsoever;

            c)    without prejudice to the generality of the foregoing to
                  discharge only domestic sewage/effluent into the drains and
                  sewers serving the demised premises.

      (14)  To permit the Lessor and all persons authorised by it and their
            respective surveyors agents and workmen at all reasonable and
            convenient times in the daytime to enter on the demised premises or
            any part thereof for the purpose of repairing, rebuilding, carrying
            out structural alterations and building works of every description
            to or on any adjoining buildings or lands as occasion shall require
            and for the purpose of making repairing maintaining cleansing
            lighting and keeping in order and good condition all ways roads
            sewers drains pipes gutters watercourses ditches culverts fences
            hedges or other conveniences which shall belong to or be used for
            the demised premises in common with other premises and also for the
            purpose of laying down maintaining repairing and testing drainage
            gas and water pipes and electric wires or cables or for other
            similar purposes the Lessor or such persons as aforesaid making such
            entry doing as little damage as may be and making good any damage
            occasioned thereby to the demised premises.

      (15)  Not to assign underlet or grant any licence in respect of the
            demised premises or any part thereof nor part with or share the
            possession hereof or of any part thereof.

      (16)  To effect and maintain at all times throughout this demise through
            the agency of Gaelarachas Teoranta, Insurance Brokers, Na Forbacha,
            Gaillimh provided Gaelarachas' rates are competitive or
            alternatively through the Agency of a reputable insurance broker:


                                       -6-
<PAGE>

            a)    insurance of the demised premises throughout the tenancy in
                  the joint names of the Lessor and the Lessee against loss or
                  damage by fire flood explosion storm tempest and other risks
                  and special perils normally insured under a policy or policies
                  of insurance on property of the same nature as the demised
                  premises in a sum equal to the full reinstatement value
                  thereof from time to time and which reinstatement value shall
                  be determined by the lessor throughout the said term together
                  with architect's and surveyor's fees and two year's rent and
                  to make all payments necessary for the above purposes within
                  seven days after the same shall respectively become due and to
                  produce to the Lessor or its agent on demand the policy or
                  policies of such insurance and the receipt for each such
                  payment and to cause all monies received by virtue of any such
                  insurance (other than monies received in respect of loss of
                  rent) to be forthwith laid out in rebuilding and reinstating
                  the demised premises or any part thereof in respect of which
                  such monies shall have become payable or have been received in
                  accordance with the original plans elevations and details
                  thereof with such variations (if any) as may be agreed by the
                  Lessor or may be necessary having regard to the then existing
                  statutory provisions bye-laws and regulations affecting the
                  same and any necessary planning approval (which it shall be
                  the Lessee's obligation to obtain) and to the satisfaction in
                  all respect of the surveyor for the time being of the Lessor
                  and to make up any deficiency out of its own monies PROVIDED
                  ALWAYS that if the Lessee shall at any time fail to keep the
                  demised premises insured as aforesaid the Lessor may do all
                  things necessary to effect and maintain such insurance and any
                  monies expended by it for that purpose shall be repayable by
                  the Lessee on demand and be recoverable forthwith by action;

            b)    Public Liability Insurance cover for an amount satisfactory to
                  the Lessor but for not less than IR(pound)1 million;

            c)    Employers Liability Insurance.

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

            a)    any act, or omission, of the Lessee or any persons at the
                  demised premises expressly or impliedly with the Lessee's
                  authority;

            b)    any breach or non observance by the Lessee of the covenants
                  conditions or other provisions of this Lease.

      (18)  To make adequate arrangements for the frequent removal from the
            demised premises of all trade refuse.


                                       -7-
<PAGE>

      (19)  Not to cause or permit to be caused any emission from the demised
            premises of an excessive amount of smoke or fumes or any discharge
            of any other nature which may in the reasonable opinion of the
            Lessor cause any risk or hazard or nuisance or annoyance to the
            Lessor and/or the owners or occupiers of any adjoining premises or
            which would be contrary to any statutory provision for the time
            being in force and regulating such emissions or discharges.

      (20)  To yield up the demised premises with the fixtures (except Lessee's
            fixtures) and additions thereto at the determination of the said
            term in good and tenantable repair fair wear and tear accepted in
            accordance with the Lessee's covenants herein contained.

      (21)  To pay the Stamp Duty payable in respect of this Lease and the
            Counterpart thereof and all other charges and taxes for which the
            Lessee is legally liable including those arising under the
            provisions of the Value Added Tax Act 1972 and all acts amending or
            extending the same.

      (22)  To complete and sign a Bankers Standing Order forthwith on the
            signing of this Lease.

3.    In the event that the Lessor shall have installed or at any time install
      or cause to installed an Effluent Treatment Plan (or additional or
      alternative plant) (hereinafter called "the Plant") or provide an Effluent
      Treatment Service (hereinafter called "the Treatment Service") for the
      treatment of effluent being discharged from the demised premises or from
      the demised premises in common with other premises, for the avoidance of
      doubt, it is hereby acknowledged by the parties that the Plan and
      Treatment Service are for the treatment of domestic sewage/effluent only
      and are not for the treatment of trade effluent.

4.    The Lessor covenants with the Lessee that the Lessee paying the rents
      hereinbefore reserved and performing and observing the several covenants
      conditions and agreements herein contained and on its part to be performed
      and observed may peaceably hold and enjoy the demised premises during the
      term hereby granted without any interruption or disturbance from the
      Lessor or any person or persons lawfully claiming under or in trust for
      the Lessor PROVIDED ALWAYS and it is hereby agreed and declared that if
      the rents hereinbefore reserved or any part thereof shall at any time be
      in arrear and unpaid for twenty one days after the same shall become due
      (whether legally demanded or not) or if the Lessee shall at any time fail
      or neglect to perform or observe any of the covenants or agreements herein
      contained and on the Lessee's part to be performed and observed or if the
      Lessee for the time being shall become bankrupt or being a company shall
      enter into liquidation whether compulsory or voluntary (other than for the
      purpose of reconstruction or amalgamation) or if the Lessee for the time
      being shall enter into any agreement or composition for the benefit of the
      Lessee's creditors or if a Receiver shall be appointed over any or all of
      the assets of the company or if an Examiner of the Affairs of the Company
      shall be appointed or if the Lessee shall fail or cease to carry on the
      business of the manufacture of telecommunications equipment and components
      and light electronic assemblies or any other manufacturing business for
      which the prior written consent of the Lessor has been obtained in the
      demised premises or other such business


                                       -8-
<PAGE>

      of the Lessor may have approved then and in any such case it shall be
      lawful for the Lessor or any person or persons duly authorised by the
      Lessor in that behalf to re-enter into and upon the demised premises or
      any part thereof in the name of the whole and thereupon this demise shall
      absolutely determine but without prejudice to any right of action or
      remedy of the Lessor in respect of any antecedent breach by the Lessee of
      any of the covenants or agreements herein contained.

5.    If at such time as the Lessee has vacated the demised premises after the
      determination of the term hereby granted either by effluxion of time or
      otherwise any property of the Lessee remaining in or on the demised
      premises and which the Lessee shall have failed to remove the same within
      seven days after being requested in writing by the Lessor so to do then
      and in such case the Lessor (without being obliged so to do and in any
      event without prejudice to such other rights as the Lessor may have in
      that behalf) may as agent of the Lessee (and the Lessor is hereby
      appointed by the Lessee to act as such agent and in its capacity as such
      agent to act as the Lessor in its absolute discretion shall think fit)
      sell such property and shall then hold the proceeds of sales after
      deducting the costs and expenses of removal storage (including loss of or
      reduction in rent received by the Lessor on account of such property
      remaining by way of storage pending sale in the demised premises) and sale
      reasonably and properly incurred or suffered by it to the order of the
      Lessee PROVIDED however that if any monies payable by the Lessee to the
      Lessor under this Agreement shall be unpaid the Lessor may apply such
      proceeds of sale (after deducting any costs of storage and/or sale
      reasonably incurred by the Lessor) in or towards the discharge or partial
      discharge (as the case may be) of such monies PROVIDED FURTHER THAT the
      Lessee shall indemnify the Lessor against any liability incurred by the
      Lessor to any third party whose property shall have been sold by the
      Lessor in the bona fide mistaken belief (which shall be presumed unless
      the contrary is proved) that such property belonged to the Lessee and was
      liable to be dealt with as such pursuant to this clause.

6.    The Lessee shall have the option of surrendering this Lease on the
      30/10/2006, 30/10/2011 or on the 30/10/2016 on giving the Lessor at least
      six months notice in writing of its intention to vacate the demised
      premises. In the event of the Lessee serving such a notice the Lessor
      shall accept vacant possession of the demised premises from the Lessee on
      the date therein specified whereupon this Lease shall be at an end but
      without prejudice to the right of the Lessor to proceed on foot of any
      antecedent breach of covenant.

7.    Any notice under this Lease shall be in writing and may be served on the
      person on whom it is to be served either personally or by leaving it for
      him at the demised premises or (if the Lessee be a Limited Company) by
      leaving it at its registered office or in either case by ordinary prepaid
      post and in the case of notice to be served on the Lessor it may be served
      in like manner at the Lessor's Head Office at Na Forbacha in the County of
      Galway.

8.    The Lessor hereby consents to the registration of this Lease as a burden
      on the property comprised in Folio 40947 of the Register County Donegal
      and to the use of the Land Certificate of such folio for such
      registration.


                                       -9-
<PAGE>

9.    It is hereby certified for the purpose of the stamping of this instrument
      that this is an instrument to which the provisions of Section 112 of the
      Finance Act 1990 do not apply by reason of the fact that there is an
      existing building on the land.

                                 FIRST SCHEDULE

ALL THAT AND THOSE the Lessor's Industrial Estate situate at Gweedore in the
County of Donegal which said Industrial Estate is more particularly delineated
on the map attached hereto, and surrounded by a green verge line.

                                 SECOND SCHEDULE

1.    The revised rent referred to in the within Lease in respect of any of the
      periods therein mentioned may be agreed at any time between the Lessor and
      the Lessee or (in the absence of agreement) be determined not earlier than
      the date of commencement of such period (the "review date") by an
      independent valuer (being a member of the Irish Auctioneers and Valuer's
      Institute or of the Society of Chartered Surveyors in the Republic of
      Ireland or of such body of professional Valuers or Surveyors as shall for
      the time being have undertaken in Ireland the functions in the activity of
      property valuation currently performed by said Institute or Society) such
      independent valuer to be nominated (in the absence of agreement between
      the parties) upon the application (made not more than two calendar months
      before or at any time after the review date) of the Lessor (or, if the
      Lessor fails to make such application, within twenty-eight days of being
      requested in writing so to do by the Lessee then on the application of the
      Lessee) by either the President of the Incorporated Law Society of Ireland
      or the President of the Irish Auctioneers and Valuers Institute or the
      Chairman of the Society of Chartered Surveyors in the Republic of Ireland
      at the discretion of the party entitled to make the application

      AND

      the revised rent so to be determined by the independent valuer shall be
      such as in his opinion represents at the review date the full open market
      yearly rent for the demised premises let as a whole without fine or
      premium:

      (1)   ON THE BASIS of a letting with vacant possession thereof by a
            willing Lessor to a willing Lessee for a term (commencing on the
            review date) equal to the greater of fifteen years or the residue
            then unexpired of the term granted by the within-written lease and
            subject to the provisions therein set forth (other than as to the
            amount of the initial rent thereby reserved but including such of
            said provisions as pertain to the review of rent).

      (2)   ON THE ASSUMPTIONS that:

            a)    at and until the review date all the covenants on the part of
                  the Lessee and the conditions contained in the within lease
                  have been fully performed and observed


                                      -10-
<PAGE>

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

                  AND

      (3)   HAVING REGARD to other open market rental values current at the
            review date insofar as the independent valuer may deem same to be
            pertinent to the determination

      (4)   BUT DISREGARDING any effect on letting value of:

            a)    the fact that the Lessee is or has been in occupation of the
                  demised premises or any part thereof

            b)    the goodwill which shall have attached to the demised premises
                  by reason of the business carried on thereat

            c)    any works executed by and at the expense of the Lessee in, on,
                  to or in respect of the demised premises other than required
                  works PROVIDED that in the interpretation of this
                  sub-paragraph (c):

                  the expression "the Lessee" shall extend to include the Lessee
                  or any predecessor in title of the Lessee or any party
                  lawfully occupying the demised premises or any part thereof
                  under the Lessee

                  AND

                  the expression "required works" shall mean works executed by
                  the Lessee in pursuance of an obligation imposed on the Lessee
                  (i) by the within lease or by any lease of which the within is
                  renewal OR (ii) by an agreement for the granting of the within
                  lease or of any lease of which the within is a renewal or by
                  virtue of any licence or deed of variation relating to the
                  demised premises.

      (5)   AND PROVIDED FURTHER that in no circumstances shall the rent payable
            hereunder following such review be less than the rent payable by the
            Lessee immediately prior to the review date.

2.    In the event of the President or Chairman or other office endowed with the
      functions of the President or Chairman of such Society or Institute as
      shall be relevant for the purposes of paragraph 1 of this Schedule being
      unable or unwilling to make the nomination therein mentioned the same may
      be made by the next senior officer of that Society or Institute who shall
      be so able and willing.

3.    An independent valuer in relation to any matter so to be determined by him
      shall:

      (1)   give notice of his nomination to the Lessor and the Lessee;


                                      -11-
<PAGE>

      (2)   be entitled to enter the demised premises as often as he may
            reasonably require for the purpose of inspection and examination;

      (3)   afford to each of the parties concerned a reasonable opportunity of
            stating (whether in writing or otherwise as may be decided by him
            and within such time as he may stipulate in that behalf) reasons in
            support of such contentions as each party may wish to make relative
            to the matter or matters under consideration;

      (4)   act as an expert and not as an arbitrator and so that his
            determination or determinations shall be final and conclusive
            between the parties;

      (5)   be entitled to seek and pay for advice on any matter which he
            reasonably considers pertinent to the reference or to his
            determination thereof;

      (6)   be empowered to fix his reasonable fees in relation to any such
            reference and determination and matters incidental thereto which
            said fees and any reasonable expenses incurred by the independent
            valuer in or about the said reference and determination shall be
            shared equally between the Lessor and the Lessee;

      (7)   give notice in writing on his determination to the Lessor and the
            Lessee within such time as may be stipulated by the terms of his
            appointment or in the event of there being no such stipulation
            within six calendar months of the acceptance by him of the
            nomination to act in the matter PROVIDED ALWAYS that the independent
            valuer may defer the giving of such notice until such time as his
            fees and expenses as aforesaid shall have been discharged.

4.    Either party shall be at liberty to pay the entire of the fees and
      expenses as aforesaid of the independent valuer in which event the party
      so paying shall be entitled to be reimbursed by and to recover from the
      other on demand any proportion so paid on behalf of such other.

5.    If an independent valuer in relation to any matter for determination by
      him shall fail to conclude such determination and give notice thereof
      within such time as may be relevant or if he shall relinquish his
      appointment or die or if it shall become apparent that for any reason he
      shall be unable or shall have become unfit or unsuited (whether because of
      bias or otherwise) to complete the duties of his nomination a substitute
      may be nominated in his place and in relation to any such nomination the
      procedures hereinbefore set forth shall be deemed to apply as though the
      substitution were a nomination de novo which said procedures may be
      repeated as many times as may be necessary.

6.    If the revised rent in respect of any period ("the current period") shall
      have been ascertained on or before the review date referable thereto rent
      shall continue to be payable up to the gale day next succeeding the
      ascertainment of the revised rent at the rate payable during the preceding
      period AND on such gale day the Lessee shall pay to the Lessor the
      appropriate installment of the revised rent together with any shortfall
      between (i) the aggregate of rents (including such instalment if payable
      in arrear) actually paid for any part of the current period and (ii) rent
      at the rate of the revised rent attributable to the interval between the
      review date and such gale day and together also


                                      -12-
<PAGE>

      with interest on said shortfall such interest to be computed on a day to
      day basis and to be assessed at such a rate as shall be equivalent to the
      yield (at issue and before deduction of tax if any) on the security of the
      Government last issued before the commencement of the current period
      (allowance having been made in the calculation of the said yield for any
      profit or loss which may occur on the redemption of the security). For the
      purposes of this paragraph the revised rent shall be deemed to have been
      ascertained on the date when the same shall have been agreed between the
      parties or as the case may be on the date of the notification to the
      Lessee of the determination of the independent valuer.

7.    If there should be in force at the commencement or during the currency of
      any particular relevant period any Statute or Order (directly or
      indirectly) prohibiting or restricting an increase of rent in respect of
      the demised premises the provision of this schedule and of the within
      lease may nevertheless be invoked or reinvoked to determine the rent which
      would but for the said prohibition or restriction be payable during such
      relevant period but (if appropriate) the further implementation thereof
      shall be suspended in effect for such period as may be required by law.

8.    When and so often as the revised rent shall have been ascertained pursuant
      to the provisions herein set forth memoranda recording the same shall
      thereupon be signed by or on behalf of the Lessor and the Lessee and shall
      be annexed to the within lease and its counterpart and the parties shall
      bear their own costs in relation to the preparation and completion of such
      memoranda.


                                      -13-
<PAGE>

IN WITNESS whereof the parties hereto have caused their respective seals to be
affixed hereto the day and year first herein written.


                                                            [SEAL APPEARS HERE.]


PRESENT when the seal of
UDARAS NA GAELTACHTA
was affixed hereto:

            /s/ signature appears here                   CATHAOIRLEACH
            ---------------------------------------------

            /s/ signature appears here                   RUNAI
            ---------------------------------------------


PRESENT when the seal of
QUALTRON TEORANTA
was affixed hereto:


                              /s/ Patrick Dunne          DIRECTOR
                              ---------------------------

                              /s/ Cillian Feiritear      DIRECTOR/SECRETARY
                              ---------------------------


                                      -14-
<PAGE>

                            [SITE MAP APPEARS HERE.]


                                      -15-
<PAGE>

                           [FLOOR PLAN APPEARS HERE.]


                             [LEGEND APPEARS HERE.]


                                      -16-
<PAGE>

                                        Dated the       day of              2000
                                        ----------------------------------------


                                                            UDARAS NA GAELTACHTA

                                                                      First part


                                                            QUALTRON TEORANTA

                                                                     Second part


                                                            L E A S E


                                                           Udaras na Gaeltachta,
                                                           Na Forbacha,
                                                           Gaillimh


                                                           Tag:  DB/2704


                                      -17-