<PAGE>

                                                                    Exhibit 10.2

                             Dated ____________ 2008

                                  WGN (GER) LLC

                                  (as Landlord)

                                       and

                              WAGON AUTOMOTIVE GmbH

                                   (as Tenant)

                                 LEASE AGREEMENT

             Premises: Fabrikstrasse 6, 63857, Waldaschaff, Germany


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1  Lease of the Premises.................................................     4
2  Guarantee.............................................................     4
3  Definitions...........................................................     4
4  Interpretation........................................................    10
5  Lease Term............................................................    11
6  Transfer of Possession................................................    11
7  Rent..................................................................    12
8  VAT...................................................................    12
9  Insurance.............................................................    14
10 Tenant's Obligations..................................................    18
   10.1  Rent and Other Payments.........................................    18
   10.2  Repair and Replacement..........................................    18
   10.3  Alterations and Additions.......................................    19
   10.4  Signs and reletting notices.....................................    21
   10.5  Use, Occupancy..................................................    21
   10.6  Alienation......................................................    21
   10.7  Entry...........................................................    23
   10.8  Compliance with Law.............................................    24
   10.9  Outgoings, costs and fees.......................................    25
   10.10 Taxes; VAT .....................................................    26
   10.11 General requirements concerning use.............................    26
   10.12 Indemnity ......................................................    26
   10.13 Environmental requirements......................................    26
   10.14 Not to overload.................................................    27
   10.15 Guarantee ......................................................    28
   10.16 Compulsory Purchase.............................................    28
   10.17 Restoration ....................................................    28
11 Security Deposit......................................................    31
12 Covenant of Quiet Enjoyment...........................................    32
13 Post Closing Obligations..............................................    32
14 Intentionally Omitted.................................................    32
15 General Provisions....................................................    32
   15.1  Events of Default...............................................    33
   15.2  Surrender of the Premises.......................................    34
   15.3  Service of notices..............................................    34
   15.4  Failure to perform obligations..................................    35
   15.5  Waiver of right to forfeit......................................    36
   15.6  Covenants relating to adjoining Premises........................    36
   15.7  Entire understanding; Schedules.................................    36
   15.8  Severance.......................................................    36
   15.9  Governing law and jurisdiction..................................    36
   15.10 Non-recourse....................................................    36
   15.11 Requests for information........................................    37
   15.12 Amendments .....................................................    37
   15.13 Successors and Assigns..........................................    37
   15.14 Requirement of Written Form.....................................    37
   15.15 Representation by Landlord......................................    37

Annex 1 Premises.........................................................

Schedule 1 Intentionally Omitted.........................................
Schedule 2 Basic Rent and Provisions for Rent Adjustments................
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                         <C>
Schedule 3 Intentionally Omitted.........................................
Schedule 4 Corporate Covenants...........................................
Schedule 5 Post Closing Obligations......................................
Schedule 6 Fixtures......................................................
Schedule 7 Property Condition Report.....................................
EXECUTION of Lease Agreement:............................................    39
</TABLE>


                                      -3-
<PAGE>

THIS LEASE AGREEMENT is made as of June ___, 2008

BETWEEN:

(1)  WGN (GER) LLC, a limited liability company organised under the laws of the
     state of Delaware, U.S.A. with an office at c/o W. P. Carey & Co. LLC, 50
     Rockefeller Plaza, 2nd Floor,, New York, New York 10020, Attention,
     Director Asset Management (hereinafter referred to as the "LANDLORD"); and

(2)  WAGON AUTOMOTIVE GMBH, a company with its statutory seat in Waldaschaff,
     Germany, and registered with the trade register maintained at the local
     court of Aschaffenburg, Germany, under number HRB 7374 (hereinafter
     referred to as the "TENANT");

the above companies hereinafter jointly referred to at the "PARTIES".

All of the terms of this Lease Agreement have been individually negotiated
between the Parties.

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED THE LANDLORD AND THE TENANT AGREE
AS FOLLOWS:

1    LEASE OF THE PREMISES

     1.1  The Landlord is the legal owner of the Premises as more fully
          described in Annex 1 hereto.

     1.2  The Premises shall include items (i), (ii) and (iii) of this Clause
          1.2 now or hereafter located thereon or therein and appertaining
          thereto: (i) the Land (as hereinafter defined) together with the
          Appurtenances (as hereinafter defined), (ii) the Improvements (as
          hereinafter defined), and (iii) the Fixtures (as hereinafter defined).

     1.3  The Landlord hereby demises and lets to the Tenant, and the Tenant
          hereby takes and leases from the Landlord the Premises for the term
          and upon the provisions hereinafter provided.

2    GUARANTEE

     2.1  The Guarantor shall guarantee all obligations of the Tenant, so that
          under this Lease, Guarantor shall (save as provided for in the
          Guarantee) always be jointly and severally liable to the Landlord for
          the performance of all of the Tenant's obligations under this Lease.

3    DEFINITIONS

     In this Lease agreement the following expressions have the following
     meanings:

     3.1  ACQUISITION COST shall mean E17,366,500.

     3.2  AFFILIATE of any Person means any Person which shall (i) control, (ii)
          be under the control of, or (iii) be under common control with such
          Person (the term "control" as used herein shall be deemed to mean
          ownership of more than 50% of the outstanding voting stock of a
          corporation or other majority equity and control interest if such
          Person is not a corporation) and the power to direct or cause the
          direction of the management or policies of such Person.


                                      -4-

<PAGE>

     3.3  ALTERATION OR ADDITIONS means all alterations and additions made to
          any part of the Premises including without limitation additions or
          alterations to the Fixtures, changes to the existing design or
          appearance of the Premises or any alteration in or extension to the
          electrical or other installations located in the Premises or the
          erection of any new building or other structures.

     3.4  APPURTENANCES shall mean all easements, rights-of-way and rights
          associated with the Land.

     3.5  BASIC RENT means the amount per annum set forth in Clause 1 of
          SCHEDULE 2 as increased in accordance with the provisions of SCHEDULE
          2, and payable in accordance with Clause 7 of this Lease.

     3.6  CASUALTY means any damage to, or destruction of the Premises.

     3.7  COMMENCEMENT DATE means the date the purchase price is paid under the
          Purchase and Sale Agreement.

     3.8  COMPETENT AUTHORITY means any national or local governmental agency,
          body or other entity having enforcement or regulatory powers in
          Germany in respect of any Environmental Law.

     3.9  COMPULSORY PURCHASE shall mean any expropriation or taking of all or a
          material portion of the Premises, (i) by compulsory purchase or other
          proceedings brought by any authorized governmental or other public
          authority ("Enteignung") pursuant to any Law, which relate to the
          same, or (ii) by reason of any agreement with any purchaser in
          settlement of, or under threat of, any such compulsory purchase or
          other proceeding brought by a governmental body, agency or department,
          or (iii) a Requisition. The Compulsory Purchase shall be considered to
          have taken place on the date in which the decision enforcing the
          Compulsory Purchase, issued by a relevant authority, becomes final or
          on the date on which an agreement transferring the Premises (or
          portion thereof) to the applicable governmental authority is entered
          into.

     3.10 COMPULSORY PURCHASE NOTICE shall mean an official notice on the
          commencement of any proceeding for Compulsory Purchase.

     3.11 DANGEROUS SUBSTANCES means any substance (whether in the form of a
          solid, liquid, gas or vapour) the generation, keeping, transportation,
          storage, treatment, use or disposal of which gives rise to a risk of
          causing harm to man or to any other living organism or causing damage
          to the environment and includes (but without limitation) any
          controlled, special, hazardous, toxic, radioactive or dangerous waste;
          all substances in the Tenant's fittings, plant, machinery and stock
          used for the Permitted Use will not be included in this definition of
          Dangerous Substances, provided that: (i) such substances are in common
          normal use or necessary for a new technical invention in relation to
          or for purposes analogous to the Permitted Use in terms of applicable
          technical standards, (ii) they do not exceed maximum quantities
          specified under applicable law, and (iii) they are properly secured
          and do not constitute a danger of any kind to anyone.

     3.12 DEFAULT AMOUNT means the Outstanding Amounts.

     3.13 ENVIRONMENTAL CONSULTANT shall mean ENVIRON UK Ltd.


                                      -5-

<PAGE>

     3.14 ENVIRONMENTAL LAW shall mean (a) whenever enacted or promulgated, any
          applicable federal, state and local law, statute, ordinance, rule,
          regulation, license, permit, authorization, approval, consent, court
          order, judgment, decree, injunction, code, requirement or agreement
          with any governmental entity, (i) relating to pollution (or the
          cleanup thereof), or the protection of air, water vapor, surface
          water, groundwater, drinking water supply, land (including land
          surface or subsurface), plant, aquatic and animal life from injury
          caused by a Hazardous Substance or (ii) concerning exposure to, or the
          use, containment, storage, recycling, reclamation, reuse, treatment,
          generation, discharge, transportation, processing, handling,
          labelling, production, disposal or remediation of Hazardous
          Substances, Hazardous Conditions or Hazardous Activities, in each case
          as amended and as now or hereafter in effect, and (b) any common law
          or equitable doctrine (including, without limitation, injunctive
          relief and tort doctrines such as negligence, nuisance, trespass and
          strict liability) that may impose liability or obligations for
          injuries or damages due to or threatened as a result of the presence
          of, exposure to, or ingestion of, any Hazardous Substance. The term
          Environmental Law includes inter alia, the Federal Emission Control
          Act ("Bundes-Immissionschutzgesetz BImSchG"), the Federal Soil
          Protection Act ("Bundesbodenschutzgesetz"), the Federal Water
          Protection Act ("Wasserhaushaltsgesetz"), the Federal Recycling and
          Pollution Prevention Act ("Kreislaufwirtschafts und Abfallgesetz"),
          the German Civil Code, including all regulations (Rechtsverordnungen)
          which have their legal basis ("Ermachtigungsgrundlage") in the
          aforementioned statutes, each as amended and as now or hereafter in
          effect and any similar state or local Law.

     3.15 ENVIRONMENTAL PERMITS means any and all consents, permits or
          authorisations required under Environmental Law in connection with the
          Tenant's use and occupation of the Premises;

     3.16 EUR (also EURO or E) means the single currency of the
          participating Member States in the Third State of European Economic
          and Monetary Union of the Treaty Establishing the European Community,
          as amended from time to time.

     3.17 EVENT OF DEFAULT means any breach or non-performance of the terms of
          this Lease whether of a monetary or non-monetary nature, including
          breach or non-performance of covenants, representations and warranties
          of Tenant under this Lease.

     3.18 FIXTURES means all plant and machinery as described in Schedule 6
          hereto.

     3.19 GERMAN CIVIL CODE means the German statutory law for civil matters
          titled "Buergerliches Gesetzbuch" ("BGB").

     3.20 GUARANTEE means the Guarantee issued on the date of this Lease by the
          Guarantor in favor of Landlord in order to secure the performance of
          all of the Tenant's obligations under this Lease.

     3.21 GUARANTOR means Wagon PLC, whose registered office is at 3500
          Parkside, Birmingham Business Park, Birmingham B37 7YG, a company
          registered in England under registration number 150042 together with
          its permitted successors and assigns and any guarantor that may be
          substituted for Guarantor in compliance with the terms of this Lease
          and the Guaranty.


                                      -6-

<PAGE>

     3.22 GUARANTOR INSOLVENCY EVENT means Guarantor Insolvency Event as defined
          in Clauses 15.1.3(i) and (ii).

     3.23 IAS means international accounting standards as issued by the Board of
          the International Accounting Standards Committee (IASC) or any other
          internationally recognized accounting standard consistently applied by
          such Person, including, but not limited to German GAAP, UK GAAP and
          IAS.

     3.24 IMPROVEMENTS means all buildings, premises, structures and other
          improvements constructed on the Land and any future improvements
          developed on the Land within the Term of this Lease in accordance with
          terms and conditions hereof.

     3.25 INSURANCE PREMIUMS means all sums payable by the Tenant pursuant to
          Clause 9.1.1 under relevant insurances.

     3.26 INSURED RISKS means the risks insured to be against under Clause
          9.1.1.

     3.27 INTEREST means eight (8) percentage points above base rate as defined
          in Sec. 247 para 1 of the German Civil Code.

     3.28 INVOICE means any invoice issued by the Landlord to the Tenant for the
          payment of the Basic Rent, the Outgoings, or other amounts to be paid
          by the Tenant to the Landlord under the terms of this Lease.

     3.29 LAND means the parcels of land identified on Annex 1 hereto and
          situated in Nagold, Germany.

     3.30 LANDLORD means the Person first named herein as the Landlord and its
          successors and assignees.

     3.31 LAW includes any constitution, decree, judgment, legislation, order,
          ordinance, regulation, statute, treaty or other legislative measure in
          Germany (including zoning regulations) and any present or future
          directive, regulation, guideline, practice, concession, request or
          requirement issued by any German authority, as well as applicable
          European Union regulations, directives and treaties, including, but
          not limited to the German Civil Code.

     3.32 LEASE means this Lease Agreement.

     3.33 LEASE YEAR means, with respect to the first Lease Year, the period
          commencing on the Commencement Date and ending at midnight on the last
          day of the twelfth (12th) full consecutive calendar month following
          the month in which the Commencement Date occurred, and each succeeding
          twelve (12) month period during the Term.

     3.34 LENDER shall mean any Person (and its respective successors and
          assignees) which may, on or after the date hereof, make a Loan to the
          Landlord (the Landlord will notify the Tenant of such Lender if the
          Lender is different from the Mortgagee).

     3.35 LOAN means any loan made by one, or more Lenders: (a) to the Landlord
          in connection with the financing of the Premises or, at any time, or
          from time to time, any increase in such loan or any refinancing of any
          such loan (which may include any increase in the principal amount
          thereof); or (b) to any purchaser in connection with the purchase of
          the Premises or the interests in Landlord or, at any time, or from
          time to time, any refinancing of such loan (which may include any
          increase in the principal amount thereof).


                                      -7-

<PAGE>

     3.36 MATERIAL LEASE DEFAULT shall mean an Event of Default under Clauses
          15.1.1, 15.1.2, 15.1.3, 15.1.4, 15.1.5 or 15.1.7 of this Lease or
          Clause 15.1.1 of the Nagold Lease.

     3.37 MORTGAGE means any legal instrument which secures the Landlord's
          obligation to repay a Loan.

     3.38 MORTGAGEE means the holder of a Mortgage or similar lien (the Landlord
          will notify the Tenant about the establishment of the Mortgage or
          similar lien and such notification will indicate the Mortgagee).

     3.39 NAGOLD LEASE shall mean that certain lease agreement by and between
          Landlord and Tenant with respect to a property located at
          Lise-Meitner, Strasse 10, 72202, Nagold, Germany dated as of the date
          hereof.

     3.40 NET AWARD shall mean the entire award payable to the Landlord by
          reason of a Compulsory Purchase or insurance proceeds payable by
          reason of a Casualty whether pursuant to a judgment or by agreement or
          otherwise, less any reasonable expenses incurred by the Landlord in
          collecting such award or proceeds.

     3.41 OFAC means the Office of Foreign Asset Control of the Department of
          the Treasury, codified at 31 C.F.R. Part 500 as defined in Clause
          10.6.6.

     3.42 OUTGOINGS means all existing and future rates, taxes (such as local
          real estate taxes), fees, charges, assessments, impositions and
          outgoings whatsoever, and all other expenses referring to or in
          relation to the maintenance, operation or management of the Premises,
          including, but not limited to, all rents and charges for water, sewer,
          utility and communication services relating to any of the Premises,
          including all costs and expenses listed in Section 2 Operating Cost
          Order ("Section 2 Betriebskostenverordnung") as well as costs and
          expenses for running, cleaning and maintenance of windows, window
          panes, fronts and exterior of the building, garage doors, technical
          admission systems, e.g. code card systems or other electronic systems,
          ventilation and air conditioning equipment, elevators and escalators,
          any interior or exterior pipes especially gas or water pipes, leads,
          wires, power circuits, ducts, taps, telephone and communication
          systems, heating systems, security systems, fire detectors, emergency
          power units, generators, air and water cleaning filters, snow and ice
          removal, street sweeping and street cleaning, roof maintenance and
          repair, costs, for administration and administrative personal,
          security surveillance measures, lighting of the building, labeling of
          the building by exterior signs and all other public charges whether of
          a like or different nature, even if unforeseen or extraordinary in so
          far as they are reasonable and would be incurred by a reasonable and
          prudent property owner making such payments itself.

     3.43 OUTSTANDING AMOUNT means the sum of any amount payable by the Tenant
          (including but not limited to the Basic Rent and the Outgoings) which
          is past due under this Lease and which is unpaid and all Basic Rent
          and Outgoings that would otherwise be paid in the future under the
          remainder of the Lease Term should the Lease terminate earlier than
          specified under this Lease Agreement.

     3.44 PARTIAL COMPULSORY PURCHASE shall mean any Compulsory Purchase which
          relates to a non-material part(s) of the Premises.


                                      -8-

<PAGE>

     3.45 PERMITTED USE means industrial and manufacturing (except for metal
          foundry) and other related activities, such as office use, to the
          extent permitted by Law or otherwise in accordance with Clause 10.5.1
          of this Agreement.

     3.46 PERSON means an individual, legal person or other entity having no
          legal personality under the Law.

     3.47 POST CLOSING OBLIGATIONS shall mean the Post Closing Obligations
          defined in Clause 13.

     3.48 PREMISES means the Premises defined in Clause 1.2.

     3.49 PURCHASE AND SALE AGREEMENT means the Purchase and Sale Agreement by
          and between Landlord, as purchaser, and Tenant and Wagon Automotive
          GmbH, as seller, with respect to the Premises notarized on _____
          _________ 2008 by Dr. Peter Schmite, notary public, in Cologne,
          Germany.

     3.50 REINSTATEMENT VALUE shall mean the amount which would need to be spent
          in order to fully reinstate the Premises to its previous physical
          condition (including the Premises' structure and the Fixtures,
          excluding the personal property of the Tenant used in the operation of
          its business (e.g. racking) within the Premises and any elements of a
          decorative nature), the physical condition of which complies with this
          Lease, in the event that the Premises are entirely destroyed, provided
          that such amount shall be subject to adjustments within the Term
          following changes to applicable market prices (e.g. to reflect an
          increase in the prices of construction materials); this amount should
          also include the costs of demolition and site clearance, temporary
          works, compliance with local authority requirements in connection with
          any works of repair or reinstatement, architects', surveyors' and
          other professional fees and other incidental expenses, and in each
          case with due allowance for VAT, customs duty and other public
          charges.

     3.51 REMAINING PREMISES means the Remaining Premises defined in Clause
          10.16(iii).

     3.52 RENEWAL DATE means the Renewal Date defined in Clause 5.2.

     3.53 RENEWAL TERM means the Renewal Term defined in Clause 5.2.

     3.54 RENT means Basic Rent, VAT, Outgoings and any other amount payable by
          Tenant to Landlord under the terms of this Lease.

     3.55 RENT ADJUSTMENT means an adjustment of Basic Rent in accordance with
          the provisions of SCHEDULE 2.

     3.56 RENT ADJUSTMENT DATE(S) are as described in SCHEDULE 2.

     3.57 RENT PAYMENT DATE means (a) with respect to each payment of Basic Rent
          the fifth (5th) Working Day of each February (covering the calendar
          months of February, March and April), May (covering the calendar
          months of May, June and July), August (covering the calendar months of
          August, September and October), and November (covering the calendar
          months of November, December and January) during the Term, and (b)
          with respect to any payment of Outgoings which are payable to the
          Landlord (as opposed to a third Person) within thirty (30) days
          following receipt of an Invoice and if such date is not a Working Day
          then it will be payable on the immediately preceding Working Day.


                                      -9-

<PAGE>

     3.58 REQUISITE NOTICE means a notice to the Tenant, forty-eight (48) hours
          before any entry is made on any Premises provided that in the case of
          an emergency no notice will be required.

     3.59 REQUISITION shall mean any temporary requisition or confiscation of
          the use or occupancy of any portion of the Premises by any
          governmental authority, civil or military, whether pursuant to an
          agreement with such governmental authority in settlement of or under
          threat of any such requisition or confiscation, or otherwise.

     3.60 RESTORATION FUND means the Restoration Fund as defined in Clause
          10.17.2.

     3.61 SECURITY DEPOSIT means a Security Deposit as defined in Clause 11.1.

     3.62 SUBLET SECURITY DEPOSIT means a Sublet Security Deposit as defined in
          Clause 10.5.2.

     3.63 TENANT includes the Tenant and the Tenant's successors and/or assigns
          in title which are permitted by the terms of this Lease.

     3.64 TENANT GROUP means Guarantor and Tenant and their respective
          subsidiaries if and for so long as each such Person shall be part of
          the group for the purpose of reporting financial positions and results
          on a consolidated basis.

     3.65 TERM means Term as defined in Clause 5.1.

     3.66 TERMINATION AMOUNT means Termination Amount as defined in Clause
          9.2.8.

     3.67 TERMINATION DATE means the date of expiration or earlier termination
          of the Term.

     3.68 TERMINATION EVENT means Termination Event as defined in Clause 9.2.8.

     3.69 TERMINATION NOTICE means Termination Notice as defined in Clause
          9.2.8.

     3.70 UNDERLET PREMISES shall have the meaning given to it in Clause
          10.6.3(i).

     3.71 VAT means value added or similar tax which is payable by the Landlord
          on the Basic Rent, Outgoings (if applicable) or any other amount due
          from Tenant under the terms of this Lease.

     3.72 WORKING DAY means any day excluding Saturdays, Sundays and national
          holidays recognised by the laws of the Republic of Germany.

4    INTERPRETATION

     In this Lease:

     4.1  Where any act is prohibited, the Tenant will not allow or suffer such
          act to be done by someone under the Tenant's direction or control
          (which shall include any subtenant or assignee).

     4.2  The Clause headings (except for the definitions) are for ease of
          reference and shall not affect the interpretation or meaning of this
          Lease.

     4.3  References to Clause numbers or schedules or paragraphs in schedules
          mean the Clauses of or schedules to or paragraphs in schedules to this
          Lease.


                                      -10-

<PAGE>

     4.4  Words importing persons shall be construed as including firms,
          companies and corporations and vice versa.

     4.5  Words importing one gender will be construed as importing any other
          gender.

     4.6  Words importing the singular will be construed as importing the plural
          and vice versa.

     4.7  The words "hereof", "hereunder", "hereto", "herein", and similar words
          shall be construed as being references to this Agreement.

5    LEASE TERM

     5.1  The initial term of this Lease for the Premises shall be for a period
          of one hundred eighty (180) months (said initial term, as extended by
          any Renewal Term, the "TERM"), commencing on the Commencement Date.

     5.2  Provided that if, on or prior to the date upon which the Term is
          scheduled to expire (the "EXPIRATION DATE") or any other Renewal Date
          (as hereinafter defined) this Lease shall not have been terminated
          pursuant to any provision hereof, then on the Expiration Date and on
          the fifth (5th) anniversary of the Expiration Date (the Expiration
          Date and each such anniversary being referred to herein as a "RENEWAL
          DATE"), Tenant shall have the right to extend the Term (each such
          extension, a "RENEWAL TERM") for an additional period of five (5)
          years with respect to each Renewal Term, notification to Landlord in
          writing at least twelve (12) months (the "RENEWAL NOTICE DATE") prior
          to the next Renewal Date that Tenant is extending this Lease as of the
          next Renewal Date (each such notice, a "RENEWAL NOTICE"). If Tenant
          elects to not send a Renewal Notice to Landlord, Tenant shall have the
          right to extend the then current Term by a period of up to six (6)
          months by giving to Landlord a written notice of such extension at
          least twelve (12) months prior to the expiration of the then current
          Term, which notice shall specify the length of such extension of the
          Term (not to exceed six (6) months). Any extension of the Term shall
          be subject to all of the provisions of this Lease, as the same may be
          amended, supplemented or modified (except that Tenant shall not have
          the right to any additional Renewal Terms). An extension of this Lease
          according to Section 545 German Civil Code due to continued usage of
          the Premises by Tenant is specifically excluded.

     5.3  Except as otherwise expressly provided herein, Tenant shall have no
          right and hereby waives all rights which it may have under any Law (i)
          to quit, terminate or surrender this Lease or any of the Premises,
          save for Tenant's right to terminate this Lease for cause ("AUS
          WICHTIGEM GRUND") including, but not limited to, Sections 543 and 578
          of the German Civil Code, or (ii) to any set-off of any Rent, unless
          such amounts claimed by Tenant are not disputed by Landlord or have
          been confirmed in a non-appealable judgment.

6    TRANSFER OF POSSESSION

     6.1  The Tenant shall be entitled to take possession of the Premises as of
          the Commencement Date.

     6.2  The Tenant is aware of and hereby acknowledges that there may be legal
          defects, and construction and environmental defects relating to the
          Premises. The Tenant shall have no claims against Landlord with
          respect to any defects now or hereafter existing.


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<PAGE>

     6.3  As of the Commencement Date, in addition to Tenant's obligations under
          Section 10.2 and elsewhere under this Lease, the Tenant shall have the
          general duty to maintain safety (Verkehrssicherungspflicht).

7    RENT

     7.1  The Tenant covenants and agrees that it shall be responsible for the
          payment of the Basic Rent annually and proportionately for any
          fraction of a Lease Year from and including the Commencement Date and
          from and including the Rent Adjustment Date such other Basic Rent as
          may become payable under the provisions of SCHEDULE 2. Following the
          first rent payment on the Commencement Date (with respect to the
          period defined in the next sentence below), the Basic Rent shall be
          divided into four (4) equal portions and each portion will be paid
          quarterly in advance on each Rent Payment Date in every Lease Year.
          The first (1st) rent payment shall be made on the Commencement Date
          and to be in respect of the period from and including the Commencement
          Date to and including the Working Day immediately preceding the next
          following Rent Payment Date calculated on a daily basis.

     7.2  From and including the Commencement Date, the Tenant shall pay all
          Outgoings, VAT and any and all other taxes or sums whatsoever as
          become payable or refundable by the Tenant to the Landlord under the
          provisions of Clause 10.9 of this Lease.

     7.3  The Tenant shall, if possible, ensure that direct contractual
          relationships are established between the Tenant and the contractor
          for the services included in the Outgoings. If direct contractual
          relationships between the Tenant and a contractor cannot be
          established, the Landlord shall direct all such contractors to account
          on a monthly basis directly to Tenant (or shall provide copies on a
          monthly basis of any such accounting statements provided by such
          contractor to Landlord together with the applicable statement),
          payment of which shall be made by Tenant to the applicable contractor
          within thirty (30) days following receipt of an Invoice from Landlord
          or contractor, as applicable.

     7.4  If required by the Landlord, the Tenant shall pay the Basic Rent
          reserved by Clause 7.1 and VAT by wire transfer or banker's standing
          order to a bank account or bank accounts (but not more than two (2))
          either in Germany or another country which the Landlord has notified
          in writing to the Tenant. If Landlord requires Basic Rent and VAT to
          be paid to a bank account located outside of Germany and the cost to
          wire transfer Basic Rent and VAT to such account exceeds the cost to
          wire transfer such funds to an account in Germany, then such excess
          cost shall be borne by Landlord.

     7.5  Any payments from the Tenant to the Landlord under this Lease
          (including the payment of the Basic Rent) shall be made against
          Invoices issued by the Landlord to the Tenant.

8    VAT

     8.1  In accordance with Sec. 9 of the German VAT Act ("Umsatzsteuergesetz")
          the Landlord has elected to waive the VAT exemption within the meaning
          of Sec. 4 No. 12a of the German VAT Act. The Tenant is aware of the
          fact that this requires the Landlord to use the Premises solely in its
          capacity as entrepreneur and for the purpose of creating turn-over
          that does not exclude pre-tax deduction and that in case of any
          sub-leasing of the Premises of any part


                                      -12-

<PAGE>

          thereof, the Tenant elects for VAT and agrees to impose the
          aforementioned obligations on any possible sub-tenant by way of a
          contract for the benefit of the Landlord (echter Vertrag zugunsten des
          Vermieters).

          8.1.1 If the Landlord's conditions for opting for VAT are inapplicable
               because the Tenant or any sub-tenant is not using the property in
               accordance with the principles in Clause 8.1 above, Tenant will
               indemnify Landlord for any cost arising out of this event, and
               will in particular (i) reimburse Landlord for any VAT correction
               amount which is payable by Landlord pursuant Sec. 15a VAT Act (or
               under any of its successor statutes) because of this event and
               (ii) bear any VAT owed by Landlord pursuant Sec. 14c VAT Act (or
               under any of its successor statutes). Further rights of the
               Landlord shall remain unaffected hereof.

          8.1.2 The Tenant is aware of the Landlord's obligation to prove the
               observation of the requirements of Sec. 9 ss. 1, 2 of the German
               VAT Act to the financial authorities and therefore undertakes, on
               request and without undue delay, to provide the Landlord with
               documentation and to make representations enabling the Landlord
               to comply with his obligations to report to financial authorities
               under Sec. 90 ss. 2 sentence 2 of the German VAT Act. Moreover,
               the Tenant shall be obligated to inform the Landlord promptly of
               any events that could affect VAT opting.

          8.1.3 The Landlord's claims against the Tenant according to this
               Clause 8.1 shall not become time-barred prior to expiry of any
               six (6) months period, starting upon receipt by the Landlord of
               the relevant tax assessment notices. In case the Tenant or any
               sub-tenant does not comply with the duty to provide information
               according to Cause 8.1.2, the limitation period with respect to
               all claims arising from the Tenant or such sub-tenants' failures
               to provide information shall extend to ten (10) years.

     8.2  Each payment of Basic Rent, the Outgoings and other amounts provided
          for under this Lease shall be subject to VAT on such payment. To the
          extent that any Basic Rent, the Outgoings and other amounts provided
          for under this Lease is subject to VAT under any applicable VAT
          provision, the Tenant shall pay such VAT imposed on any Basic Rent,
          the Outgoings and other amounts provided for under this Lease at the
          applicable rate in addition to any such Basic Rent, Outgoings and
          other amounts payable by Tenant under this Lease.

     8.3  Tenant shall make all VAT payments arising from Tenant's obligations
          under this Lease as and when due, at the option of Landlord, (i)
          directly to the appropriate taxing authority and will provide Landlord
          evidenced of such payment within thirty (30) days after the due date
          thereof, or (ii) to Landlord's designated account. If (x) an
          overpayment by Tenant of VAT due on this Lease occurs and (y) a claim
          against the German tax authorities for reimbursement of such
          overpayment of VAT due on this Lease may only be asserted by Landlord,
          then promptly after written request, and with Tenant's cooperation,
          Landlord shall assert such claim against the German tax authorities
          for reimbursement of such overpayment of VAT due on this Lease and,
          upon receipt of reimbursement of such claim from the German tax
          authorities, shall remit such reimbursement to Tenant. All costs
          reasonably and necessarily incurred by Landlord with respect to the
          preparation, review or


                                      -13-

<PAGE>

          filing of any VAT returns shall be paid by Tenant excluding costs for
          Landlord's own employees and resources.

     8.4  Landlord shall, upon receipt of written request of Tenant, provide
          Tenant with invoices satisfying the formal requirements of Section 14
          of the German VAT Act with respect to the Basic Rent due under this
          Lease. Landlord's costs of preparing and/or reviewing such invoices
          shall be paid by Tenant.

9    INSURANCE

     9.1  The Tenant shall:

          9.1.1 insure the Premises, pay the Insurance Premiums and maintain the
               following insurance against:

               (i)  loss or damage by fire, explosion, storm, tempest (including
                    lightning), flood, earthquake, burst pipes, impact, heave,
                    subsidence and (in peacetime) aircraft and articles dropped
                    there from, riot, civil commotion and malicious damage
                    impact by road vehicle for their full Reinstatement Value in
                    the name of the Tenant with the Landlord as additional
                    insured and Loss Payee as their interests may appear and the
                    Lender as additional insured and First Loss Payee as their
                    interests may appear;

               (ii) the loss of rent payable under this Lease from time to time
                    (having regard to the review of Basic Rent which may become
                    due under this Lease) equal to twenty four (24) months of
                    Basic Rent or such longer period as the Landlord and the
                    Tenant may from time to time agree to in writing as being
                    sufficient or for the purposes of planning and carrying out
                    any reinstatement of the Premises following a Casualty in
                    the name of the Tenant with the Landlord as additional
                    insured and Loss Payee as their interests may appear and the
                    Lender as additional insured and First Loss Payee as their
                    interests may appear;

               (iii) third party liability arising out of or in connection with
                    any matters involving or relating to the Premises in an
                    amount satisfactory to the Landlord, acting reasonably which
                    is in line with insurance usually effected by a prudent
                    owner of a property being of a similar nature to the
                    Premises and naming the Landlord and the Lender as
                    additional insured; and

               (iv) such other insurance coverage as the Landlord shall
                    reasonably request which is applicable to commercial
                    properties and constitutes a risk and an amount that it is
                    usual business practice to insure against in Germany;

               (jointly referred as the "INSURED RISKS").

          9.1.2 The Tenant will procure at all times that all insurance policies
               contain:

               (i)  a clause whereby such insurance policy will not be vitiated
                    or avoided as against a Mortgagee in the event or as a
                    result of any misrepresentation,


                                      -14-

<PAGE>

                    act or neglect or failure to make disclosure on the part of
                    the insured party or any circumstances beyond the control of
                    any insured party; and

               (ii) terms prohibiting the insurer from vitiating or avoiding any
                    insurance policy as against a Mortgagee in the event of any
                    misrepresentation, act or neglect or failure to make full
                    disclosure on the part of the Landlord, the Tenant or other
                    insured party and a waiver of all rights of subrogation.

          9.1.3 ensure that the insurer has a claims paying ability rating of at
               least AA- given by Standard & Poor's Rating Services, a Division
               of MacGraw Hill Companies, Inc. or an equivalent rating by
               Moody's Investment Services and is authorised to write insurance
               in Germany, or, if the insurer does not possess such rating,
               ensure that the insurer is reputable, authorized to write
               insurance in Germany and reasonably acceptable to Landlord;

          9.1.4 at least thirty (30) days prior to modifying or replacing any
               insurance required under Clause 9.1.1 provide the Landlord with
               details of the proposed insurance, the form of policy, details of
               the insurer, any excesses and deductible exclusions and
               limitations under the policy, details of the full Reinstatement
               Value including all professional fees, and details of all other
               amounts insured under the policy. The Landlord's approval for
               modifying or replacing any insurance is required if terms of the
               insurance are different than set out under this Clause 9 or if
               any deductible is increased. If the Landlord's approval is
               required, the Tenant shall have the right to renew, modify or
               replace the insurance policy, if such approval has been granted
               in writing. The approval or disapproval should be issued by the
               Landlord acting reasonably within fourteen (14) days, counting
               from the day on which the Tenant proposed to the Landlord the
               full details of the insurance;

          9.1.5 comply with the requirements of the insurers relating to the
               Premises;

          9.1.6 promptly, but in any event within three (3) days of the
               occurrence, give the Landlord written notice of any material
               damage to or destruction of the Premises;

          9.1.7 pay the Landlord within ten (10) days of demand the reasonable
               costs incurred by the Landlord in connection with any insurance
               claim relating to the Premises arising from any insurance taken
               out by the Landlord pursuant to Clause 9.3, including, but not
               limited to, deductibles, reasonable legal fees, and costs of
               Landlord's construction consultant.

          9.1.8 notify the Landlord immediately if the Tenant, undertenant, or
               any other lawful occupier vacates the Premises; and

          9.1.9 provide to Landlord and to the Lender certified copies of
               policies (or any substitute documents issued by the insurance
               company) and receipts with respect to the payment of premium
               within thirty (30) days following the commencement or renewal
               date of the insurance.

          9.1.10 Undertake all reasonable endeavours to cause each insurer
               carrier to issue a certificate of third party interest in the
               insurance (Sicherungsbestatigung / Sicherungsschein) in favour of
               Lender confirming that the legal provisions set out


                                      -15-

<PAGE>

               in sections 94 and 142 to 149 of the German Insurance Contract
               Act (Versicherungsvertragsgesetz) apply to all kinds of property
               insurances.

     9.2  Reinstatement

          9.2.1 If any part of any Premises is damaged by any of the Insured
               Risks then,

               (i) If the provisions of Clause 10.17.1 apply, the Tenant shall
               apply the net Award (except those amounts relating to fees and
               Rent) towards reinstating the Premises and Tenant shall be
               responsible for any short-fall.

               (ii) If the provisions of Clause 10.17.2 apply, upon receipt of
               the Net Award by the Landlord, Landlord shall make the Net Award
               available to the Tenant in accordance with Clause 10.17.2 for
               reinstating the Premises.

          9.2.2 The Tenant shall be obliged to arrange for the performance of
               construction work aimed at reinstating the Premises. The detailed
               scope and the schedule for the works will be subject to the
               Landlord's approval, which approval shall not be unreasonably
               withheld or delayed and subject to the requirements of the
               insurers. The Tenant shall ensure that a contractor carrying out
               any reinstatement works grants a construction quality guarantee
               (Gewahrleistungsburgschaft) (as to the performed reinstatement
               works) for the joint benefit of the Landlord and the Tenant or be
               assigned to the Landlord.

          9.2.3 If the payment of any insurance monies is refused for any reason
               other than a default by Landlord under this Lease, the Tenant
               will pay to the Landlord within fourteen (14) days of demand the
               amount so refused. The monies paid by the Tenant to the Landlord
               shall be made available to Tenant in accordance with Clause
               9.2.1(ii).

          9.2.4 The Landlord will not be obliged to comply with the obligations
               under Clause 9.2.1(ii) if payment of the insurance monies has
               been refused in whole or in part by reason of any act or default
               of the Tenant or anyone under its control or the Tenant has not
               complied with its obligations in Clauses 9.2.2 and 9.2.3.

          9.2.5 For the avoidance of doubt, nothing in this Lease imposes an
               obligation on the Landlord at any time, for any reason, to
               reinstate or repair the damaged Premises.

          9.2.6 Tenant shall be obligated to restore the Premises as close as
               possible to its value, condition and character immediately prior
               to a Casualty (assuming the Premises to have been in the
               condition required by this Lease), provided, however, that the
               Tenant is not obliged to reinstate damage from a total or
               substantial Casualty at the Premises caused by an Insured Risk
               if,

               (i)  it cannot obtain every necessary consent under applicable
                    laws; or

               (ii) a necessary legislative consent is granted subject to a
                    lawful condition and it would be unreasonable financial
                    burden to expect the Tenant to comply with that condition;
                    or


                                      -16-

<PAGE>

               (iii) the planning authority insists that as a precondition to
                    giving necessary legislative consent the Tenant must enter
                    into an agreement with the authority containing a term where
                    it would be unreasonable financial burden to expect the
                    Tenant to comply with that term; or

               (iv) it is prevented from reinstating by another reason outside
                    the Tenant's control

               but, if Tenant does not elect to reinstate, it must give to
               Landlord a Termination Notice within the time period set forth in
               Clause 9.2.8 below.

          9.2.7 The Tenant may so reinstate the Premises in a different form to
               that existing before the damage occurred where the variation:

               (i)  is required either by the Insurers or to comply with a
                    legislative requirement; or

               (ii) reflects good building practice then current; or

               (iii) is reasonably required by the Tenant for some other reason,

               but any such variation must (a) be approved in writing by
               Landlord and Lender, such approval not to be unreasonably
               withheld or delayed and subject to the requirements of the
               insurers, and (b) not make the Premises materially different in
               size or less valuable than it was before the damage occurred.

          9.2.8 In the event that Tenant does not elect to reinstate pursuant to
               Clause 9.2.6 (such an event, a "TERMINATION EVENT"), then, Tenant
               shall give to Landlord a Termination Notice (as defined below)
               provided, that a Termination Notice must not be given more than
               three (3) months following the date of the applicable Casualty,
               provided, however, if, notwithstanding the diligent efforts of
               Tenant, Tenant only first discovers after the expiration of such
               three (3) month period that Clause 9.2.6 applies and, as a
               result, Tenant does not wish to reinstate, then, the Termination
               Notice may be given up to thirty (30) days after such discovery,
               but in no event later than twelve (12) months following the date
               of the applicable Casualty. As used herein, the term "TERMINATION
               NOTICE" shall mean a written notice from Tenant to Landlord
               whereby Tenant (i) requests that the Lease be terminated, (ii)
               confirms that Landlord is entitled to retain the entire Net
               Award, (iii) irrevocably commits to pay to Landlord the positive
               difference, if any, between the Net Award received by Landlord
               and the applicable Acquisition Cost less the value of the land
               (the "TERMINATION AMOUNT") in order to cause Landlord to be paid
               an amount in total that is not less than the applicable
               Acquisition Cost less the value of the land.

          9.2.9 If Tenant gives Landlord a Termination Notice as a result of a
               Termination Event, then, upon receipt by Landlord of and the
               Termination Amount (a) Tenant shall have no further liability to
               Landlord, and (b) this Lease will terminate. Tenant shall cause
               Landlord to be paid the Termination Amount within four (4) months
               of the date of the applicable Casualty.

     9.3  Landlord's insurance


                                      -17-

<PAGE>

          9.3.1 If the Tenant fails to provide insurance complying with Clause
               9.1, the Landlord may effect and maintain reasonable insurance of
               the Premises within the same scope and the Tenant shall pay to
               the Landlord within twenty (20) days of written demand the cost
               to the Landlord of effecting such insurance.

          9.3.2 Immediately upon the Landlord giving written notice to the
               Tenant that the Landlord has insured the Premises in accordance
               with Clause 9.3.1 against any of the Insured Risks, the Tenant
               shall not maintain or take out any insurance of the Premises for
               such risks in its own name without the prior approval of
               Landlord, which approval shall not be unreasonably withheld.

          9.3.3 The Net Award shall be made available to Tenant for
               reinstatement of the Premises in accordance with the terms of
               this Lease.

     9.4  The obligation to pay the Basic Rent and the Outgoings continues in
          spite of the occurrence of any damages to the Premises. The Basic Rent
          and the Outgoings payable to the Landlord shall be decreased by the
          amounts received under the rent loss insurance carried by Tenant
          pursuant to clause 9.1.1(ii) and paid to the Landlord.

10   TENANT'S OBLIGATIONS

     The Tenant covenants with the Landlord:

     10.1 Rent and Other Payments

          To pay the Basic Rent, the Outgoings and other amounts provided for
          under this Lease without any deductions or set-off except as
          specifically provided in this Lease; in the event that any amount is
          not paid when due under this Lease, the Tenant shall be required to
          pay the Interest on any amounts unpaid when due.

          The payments of the Basic Rent shall be decreased up to the amounts
          paid to the Landlord by the insurer in respect to such Basic Rent
          following Casualty.

     10.2 Repair and Replacement

          10.2.1 At all times to maintain ("instandhalten") and repair or if
               necessary to replace parts of the Premises (including roof and
               structure (Dach und Fach), mechanical and electrical
               installations and equipments) and to keep the Premises (including
               any part not built upon) in good and substantial repair and
               condition (ordinary tear and wear excepted) and to yield up the
               same at the Termination Date in accordance with the covenants by
               the Tenant contained in this Lease (ordinary wear and tear
               excepted). For the avoidance of doubt, the Tenant shall be
               responsible for any and all repairs to or on the Premises
               (including all structural and other major repairs) and the
               Landlord has no liability in this respect.

          10.2.2 To keep the Premises in a clean and tidy condition and properly
               cleansed and free from obstruction.

          10.2.3 To comply with the terms of all warranties, guarantees or
               similar documents which apply to all or any part of the Premises.


                                      -18-

<PAGE>

          10.2.4 To repair or replace forthwith by articles of similar kind and
               quality and at its own expense any Fixtures (other than the
               Tenant's or trade fixtures and fittings) in/on the Premises which
               shall become in need of repair or replacement (ordinary tear and
               wear excepted). Replacement within the meaning of the
               aforementioned sentence shall mean acquisition of assets and
               equipment which a reasonable, economically thinking facility
               manager would not repair, taking into account service life,
               severity of damages in relation to costs of repair in line with a
               long term lease agreement.

          10.2.5 To keep any part of the Premises which may not be built upon,
               adequately surfaced, in good condition, and swept clean and all
               landscaped areas properly cultivated and free from weeds and to
               ensure all grassed areas are mown and all parking spaces
               adequately cleared of obstructions or vegetation and with a
               maintained surface and free from ice and snow as and when
               necessary so that the same shall have a neat and tidy appearance
               at all times.

          10.2.6 Any disagreement between the Parties with regards to the
               Tenant's obligations with respect to repair, replacement,
               maintenance or any other technical matter shall be finally
               settled by a third party professional consultant to be appointed
               by the Landlord and the Tenant jointly. Should the Parties fail
               to agree on the appointment of a professional consultant, the
               President of the local Chamber of Commerce shall be asked to
               appoint a reputable consultant who shall be instructed to issue a
               written opinion as to the dispute, which shall bind the Parties.
               The consultant's fee shall be paid by the Party that loses the
               dispute.

          10.2.7 Except with respect to the Post Closing Obligations, nothing
               contained, mentioned or referred to in this Lease shall require
               Tenant to put or keep the Premises in any better state of repair
               or condition than the condition described in the Property
               Condition Report prepared by Colliers CRE and dated March 28,
               2008, a copy of which is attached hereto as SCHEDULE 7.

     10.3 Alterations and Additions

          10.3.1 Tenant shall have the right, without having obtained the prior
               written consent of Landlord and provided that no Event of Default
               then exists, (i) to make non-structural Alterations or Additions
               or a series of related non-structural Alterations or Additions
               that, as to any such Alterations or Additions or series of
               related Alterations or Additions, do not cost in excess of
               E500,000 and (ii) to install Fixtures in the Improvements or
               accessions to the Fixtures that, as to such Fixtures or
               accessions, do not cost in excess of E500,000, so long as at
               the time of construction or installation of any such Fixtures or
               Alterations or Additions no Event of Default exists and the value
               and utility of the Premises is not diminished thereby (i.e. such
               Fixtures, Alterations or Additions are of a quality and of a
               nature comparable to the better of the quality and nature of the
               Improvements and Fixtures in existence (a) as of the Commencement
               Date or (b) immediately prior to such construction or
               installation of Fixtures, Alterations or Additions). If the cost
               of any non-structural Alterations or Additions, series of related
               non-structural Alterations or Additions, Fixtures or accessions
               thereto is in excess of E500,000 or if Tenant desires to
               make structural Alterations or Additions, the prior


                                      -19-

<PAGE>

               written approval of Landlord shall be required, which approval
               shall not, subject to the approval of Lender, be unreasonably
               withheld. Landlord shall either approve or disapprove such
               proposed Alterations, Additions or Fixtures within thirty (30)
               days of receipt by Landlord of all documentation reasonably
               required by Landlord with respect to such Alterations, Additions
               or Fixtures. Tenant shall not construct upon the Land any
               additional buildings without having first obtained the prior
               written consent of Landlord which approval shall not, subject to
               the approval of Lender, be unreasonably withheld. Landlord shall
               not have the right to require Tenant to remove any Alterations or
               Additions.

          10.3.2 If Tenant desires to make any Alterations pursuant to this
               Clause 10.3 or as required by Clauses 10.2, 10.8 or 10.17 (such
               Alterations or Additions and actions being hereinafter
               collectively referred to as "Work"), then (i) the market value of
               the Premises shall not be lessened by any such Work or its
               usefulness impaired, (ii) all such Work shall be performed by
               Tenant in a good and workmanlike manner, (iii) all such Work
               shall be expeditiously completed in compliance with all Laws,
               (iv) all such Work shall comply with the requirements of all
               insurance policies required to be maintained by Tenant hereunder,
               (v) if any such Work involves the replacement of Fixtures or
               parts thereto, all replacement Fixtures or parts shall have a
               value and useful life equal to the greater of (A) the value and
               useful life on the date hereof of the Fixtures being replaced or
               (B) the value and useful life of the Fixtures being replaced
               immediately prior to the occurrence of the event which required
               its replacement (assuming such replaced Fixtures was then in the
               condition required by this Lease), (vi) Tenant shall promptly
               discharge or remove all liens filed against any of the Premises
               arising out of such Work within thirty (30) days of the filing
               thereof, (vii) Tenant shall procure and pay for all permits and
               licenses required in connection with any such Work, (viii) all
               such Work shall be the property of Landlord and shall be subject
               to this Lease, and Tenant shall execute and deliver to Landlord
               any document requested by Landlord evidencing the assignment to
               Landlord of all estate, right, title and interest (other than the
               leasehold estate created hereby) of Tenant or any other Person
               thereto or therein, and (ix) Tenant shall comply, to the extent
               requested by Landlord or required by this Lease, with the
               provisions of Clause 10.17, whether or not such Work involves
               restoration of the Premises.

          10.3.3 The Tenant shall not be entitled to make any Alterations or
               Additions to any part of the Premises if a building permit is
               required for making such Alterations and Additions, unless
               written consent from the Landlord is received, which consent
               shall not be unreasonably withheld.

          10.3.4 If the Tenant makes any Alterations or Additions to the
               Premises in breach of this Clause 10.3 then, in addition to any
               other remedies and powers available to the Landlord (and without
               prejudice to them) the Landlord may remove and reinstate such
               Additions or Alterations and the proper cost of carrying out such
               work will be repaid to the Landlord by the Tenant within fourteen
               (14) days of demand.

          10.3.5 The Tenant will not receive any compensation or reimbursement
               of expenses incurred in connection with installing any
               Alterations or Additions or


                                      -20-

<PAGE>

               improvements to the Premises, regardless of the whether the
               Tenant removes them from the Premises or is instructed not to do
               so by the Landlord.

     10.4 Signs and reletting notices

          At the end of the Term, to remove any signs at the Premises and make
          good any damage caused by that removal to the reasonable satisfaction
          of the Landlord (ordinary tear and wear excepted).

     10.5 Use, Occupancy

          10.5.1 Not to use the Premises except for any use falling within the
               Permitted Use except as the Landlord may first approve in
               writing.

          10.5.2 In the event that the premises are vacant the Tenant is (i) to
               fully comply with its obligations under this Lease including all
               maintenance and repair obligations and is to provide for
               continuous twenty-four (24) hour on-site security at the
               Premises, (ii) to actively, continuously and diligently marketing
               the Premises for sublet and (iii) to deliver the Landlord an
               additional Security Deposit (a "SUBLET SECURITY DEPOSIT") that
               complies with the requirements of Article 11 and is equal to
               three (3) months of the Basic Rent then in effect.

     10.6 Alienation

          10.6.1 (i) Not to assign this Lease or charge the Premises or any part
               thereof during the initial Term of this Lease without the prior
               written consent of the Landlord, which consent shall not be
               unreasonably withheld or delayed provided that Tenant shall have
               no right to assign this Lease if an Event of Default occurs and
               is continuing. Notwithstanding the forgoing, so long as no Event
               of Default then exists, Tenant shall have the right to assign
               this Lease to a new tenant if (i) the proposed new tenant has,
               immediately following such assignment and giving effect thereto,
               publicly rated debt of "BB-" or better from Standard & Poor's
               ("S&P") Corporation or "Ba3" or better from Moody's Investor
               Services, Inc. or, if such prospective tenant does not have rated
               debt, a net worth calculated in accordance with IAS consistently
               applied of not less than Two Hundred Million Euros
               (E200,000,000) (a Person meeting such tests, a "CREDIT
               ENTITY"), or (ii) the proposed new tenant provides a new
               guarantee identical in all material respect to the Guarantee from
               a guarantor that, immediately following such assignment and
               giving effect thereto, is a Credit Entity, or (iii) the proposed
               new tenant is an Affiliate of Tenant provided that such new
               tenant remains an Affiliate of Tenant for the balance of the
               Term.

               (ii) As a condition precedent to any assignment of this Lease,
               Tenant shall conclude a tri-party agreement with the proposed
               assignee and Landlord (who shall be obliged to enter into such
               agreement with respect to an assignment permitted pursuant to
               Clause 10.6.1(i) above) at the time of such assignment. Such
               tri-party agreement shall be a written document in recordable
               form satisfactory to Landlord specifically observing the
               requirements of a written form as stipulated by Section 550
               German Civil Code, and duly executed by Landlord, Tenant and the
               proposed assignee (the "ASSIGNMENT AGREEMENT") pursuant to which
               (x) such assignee


                                      -21-

<PAGE>

               expressly assumes all the obligations of Tenant hereunder, actual
               or contingent, including obligations of Tenant which may have
               arisen on or prior to date of such assignment, and (y) if, but
               only if, the proposed assignee is an Affiliate of Tenant (where
               the Guarantee given by Guarantor remains in effect) or a Credit
               Entity itself or provides a new guarantee identical in all
               material respects to the Guarantee from a guarantor that,
               immediately following such assignment and giving effect thereto,
               is a Credit Entity, Tenant shall be released from all liabilities
               under this Lease. No assignment shall impose any additional
               obligations on Landlord under this Lease.

          10.6.2 Subleasing

               Without the prior written consent of the Landlord not to sublease
               (or grant the right to use free of charge) in excess of
               twenty-five percent (25%) of the leaseable space of the Premises
               provided that Landlord shall not unreasonably withhold or delay
               its consent to any subleasing in excess of twenty-five percent
               (25%) of the leaseable space of the Premises. In addition, Tenant
               may sublease up to 100% of the leaseable space in the Premises to
               any Affiliate of Tenant without the prior consent of Landlord.

          10.6.3 In connection with any subleasing to notify the Landlord of:
               (i) the identity of the proposed sublessee; and (ii) the proposed
               area to be underlet, prior to the date on which the sublease is
               entered into.

          10.6.4 The Tenant shall procure that any sublease contains:

               (i)  an unqualified covenant on the part of the sublessee with
                    the Tenant that: (A) the sublessee will not assign or
                    encumber (or agree so to do) any part or parts of the
                    Premises (as distinct from the whole) demised by such
                    sublease (the "UNDERLET PREMISES"); (B) the sublessee will
                    not part with or agree to do so or share possession of or
                    permit any person to occupy the whole or any part of the
                    Underlet Premises; and (C) the sublessee will not sublease
                    the whole or any part of the Underlet Premises;

               (ii) an unqualified covenant by the sublessee (under which the
                    Tenant undertakes to use all reasonable endeavours to
                    enforce) to prohibit the sublessee from doing or suffering
                    any act or thing upon or in relation to the Underlet
                    Premises which will contravene any of the Tenant's
                    obligations in this Lease; and

               (iii) a condition for re-entry upon breach of any covenant on the
                    part of the sublessee or any other ground in respect of the
                    sublessee specified in Clause 10.7.

          10.6.5 Not enter into any collateral agreement nor give any side
               letter varying or relieving the sublessee from any terms required
               by Clause 10.6.4 to be contained in the underlease.

          10.6.6 No sublease shall affect or reduce any of the obligations of
               Tenant hereunder, and all such obligations of Tenant shall
               continue in full force and effect as obligations of a principal
               and not as obligations of a guarantor, as if no sublease


                                      -22-

<PAGE>

               had been made. No sublease shall impose any additional
               obligations on Landlord under this Lease.

          10.6.7 In case the Tenant subleases 50% or more of the Premises, the
               Tenant shall assign to Landlord any claims against the
               sub-tenant(s) deriving from the sub-lease, including Tenant's
               statutory lien by way of security. This assignment is limited to
               the amount of Landlord's present and future claims vis-a-vis
               Tenant under this Lease including, but not limited to, the Basic
               Rent, VAT and any Outgoings.

          10.6.8 Notwithstanding any provision in this Clause 10.6 or elsewhere
               in this Lease to the contrary, including any right or option the
               Tenant may have or consent that Tenant may obtain from Landlord
               to assign this Lease or sublease all or any portion of the
               Premises, the Tenant shall, upon the request of the Landlord,
               provide and cause any assignee or sublessee to provide, such
               information (including, without limitation, any certification) as
               to any proposed assignee or sublessee and its principals as may
               be required for the Landlord and the Tenant to comply with
               regulations administered by the Office of Foreign Asset Control
               ("OFAC") of the Department of the Treasury, codified at 31 C.F.R.
               Part 500 (including those named on OFAC's Specially Designated
               and Blocked Persons list) or under any statute, executive order
               (including the 24 September 2001, Executive Order Blocking
               Property and Prohibiting Transactions with Persons Who Commit,
               Threaten to Commit, or Support Terrorism), or other governmental
               action regarding persons or entities with whom U.S. persons or
               entities are restricted from doing business.

     10.7 Entry

          10.7.1 To permit the Landlord and all persons authorised by it, at all
               reasonable times upon the Requisite Notice to enter and remain
               upon the Premises for a reasonable time together with associated
               work people, plant and materials:

               (i)  in order to examine their condition, including environmental
                    testing, and to take schedules of repairs;

               (ii) in order to execute any works of construction, repair,
                    decoration or of any other nature within the Premises or the
                    Fixtures pursuant to Clause 10.7.2;

               (iii) in order to exercise, without interruption or interference,
                    any of the rights granted to or reserved for the Landlord by
                    this Lease; and

               (iv) for any other purpose connected with the interest of the
                    Landlord in the Premises including (but without limitation)
                    for the purpose of valuing or disposing of any interest of
                    the Landlord.

               The Persons so entering the Premises shall rectify any damage
               caused to the Premises as a result of such entry to the
               reasonable satisfaction of Tenant and shall not unreasonably
               interfere with Tenant's proper use of the Premises.


                                      -23-
<PAGE>

          10.7.2 If as a result of an inspection or otherwise the Landlord
               becomes aware of any breaches of the Tenant's obligations under
               this Lease regarding the condition of the Premises, the Landlord
               may give notice in writing thereof to the Tenant. Within one (1)
               month after such notice (or promptly in respect of an emergency
               notice) the Tenant will remedy such breach of covenant in
               accordance with such notice and the covenants contained in this
               Lease. If the Tenant commences the remediation within thirty (30)
               days of such notice (or promptly in case of an emergency) and
               diligently and expeditiously continues to comply with such
               notice), but cannot complete the remediation within such thirty
               (30) days period or such breach may not be reasonably expected to
               be cured within such period of time, then the Tenant shall have
               the right to complete such remediation within ninety (90) days
               from the giving of any such notice. If the remediation is not
               completed within such ninety (90) day period, then the Landlord
               may enter the Premises under this Clause 10.7 and carry out all
               or any of the works referred to in such notice or remedy the
               default of the Tenant. In such circumstances, the Landlord will
               be under no liability to make good any damage whatsoever and all
               proper costs of all such works and all proper expenses incurred
               in remedying such defaults in each case shall be paid by the
               Tenant to the Landlord within thirty (30) days of a written
               demand.

     10.8 Compliance with Law

          10.8.1 To comply with all applicable Law including (but without
               limitation) any planning legislation and regulation or the
               carrying out by the Tenant of any operations on or the use of any
               part of the Premises.

          10.8.2 At the Tenant's expense to obtain from the appropriate
               authorities all licences, consents and permissions as may be
               required for the carrying out by the Tenant of any operations on
               or the use of any part of the Premises.

          10.8.3 Not at any time during the Term to do or permit or suffer
               anything which shall contravene any applicable Law or any
               licences, consents, authorisations, permissions and conditions
               (if any), including, but not limited to, the River License and
               the Water Permit as those terms are defined below, from time to
               time granted or imposed under any applicable Law nor to permit
               anything which would be a contravention thereof and to comply
               with the same and to indemnify the Landlord in respect of such
               acts or omissions expressly including but not limited to any acts
               or omissions contravening (i) that certain license agreement (the
               "RIVER LICENSE") with between YMOS-Metallwerke Wolf & Becker GmbH
               & Co. ("YMOS") and the State of Bavaria giving YMOS the right to
               build, use and occupy the Improvements over the Aschaff River,
               which River License was amended by an agreement among Landlord,
               the municipality of Waldaschaff and Tenant transferring all use
               and occupancy rights granted under the River License to Landlord,
               or (ii) that certain water permit (the "WATER PERMIT") initially
               issued by the rural authorities (Landratsamt) of Aschaffenburg on
               10 September 1962 (reference no III/9641) as amended, novated or
               restated from time to time.

          10.8.4 Not to make any application for a building permit (including a
               notification with regard to the construction works) without first
               producing a copy of the same and


                                      -24-

<PAGE>

               obtaining the prior written consent of the Landlord to such
               application, which consent will not be unreasonably withheld or
               delayed.

          10.8.5 Not at any time during the Term to do permit or suffer on the
               Premises any act or cause or permit to be present on the Premises
               any matter or thing which may cause a loss to the Landlord by
               reason of any Environmental Law.

          10.8.6 Within seven (7) days of its receipt to give copies to the
               Landlord of any notice of default or violation relevant to the
               Premises or relevant to the use thereof given to the Tenant or
               the occupier of the Premises under any applicable Law and to take
               all necessary steps to comply with such notice insofar as it
               relates to the Tenant's use and occupation of the Premises and
               also at the reasonable request of the Landlord to make or join
               with the Landlord in making such objections and representations
               against or in respect of any such notice, order or proposal, as
               previously mentioned, as the Landlord reasonably requires.

     10.9 Outgoings, costs and fees

          10.9.1 To pay, discharge or to reimburse to the applicable Person (and
               upon written notice from Landlord to Tenant directly to Landlord
               in lieu of the Competent Authority), the Outgoings and other fees
               or charges imposed upon the Premises or upon the Landlord in
               connection with ownership, occupation, or maintenance of the
               Premises or the management by Tenant's manager of the Premises.
               However, nothing herein shall place any obligation on the Tenant
               to pay, discharge, contribute or reimburse the Landlord the
               amounts which represent (i) any management fee to Landlord or to
               any third party management company retained by Landlord, or (ii)
               the Landlord's general corporate and/or income tax or other
               corporate overheads, including the costs incurred by the Landlord
               in operating its business, including, by way of example,
               accounting costs, legal fees and office rental payments.

          10.9.2 In the absence of direct assessment on the Premises, to repay
               to the Landlord the proportion properly attributable to the
               Premises (such proportion to be properly determined by Tenant
               acting reasonably or in case of a dispute by an expert referred
               to in Clause 10.2.7) within fourteen (14) days of demand, all
               Outgoings, especially all charges (together with VAT, if
               applicable) in respect of gas, electricity, steam, soil, water,
               telephone, electrical impulses and other services supplied to or
               consumed in the Premises, including all costs and expenses listed
               in Section 2 Operating Cost Order ("Section 2
               Betriebskostenverordnung"), to the extent that the Landlord has
               paid or is required to pay the same to any third party.

          10.9.3 To pay to the Landlord all proper and reasonable costs, charges
               and expenses (including lawyers costs and fees, other
               professional advisers' costs and fees and bailiffs' commissions)
               properly incurred by the Landlord:

               (i)  in connection with any breach of covenant by or the recovery
                    of arrears of Basic Rent or the Outgoings due from the
                    Tenant under this Lease; and


                                      -25-

<PAGE>

               (ii) in respect of any application for a building permit whether
                    or not such building permit is granted or the application is
                    withdrawn (unless the Landlord has unreasonably withheld its
                    consent for applying for such permit).

          10.9.4 The Landlord will make a settlement of account of the advances
               for Outgoings and/or charges set out in Clause 7.

          10.9.5 Within five (5) Working Days of receipt by Tenant of any real
               estate tax or real estate assessment invoices with respect to the
               Premises, Tenant shall deliver to Landlord copies of same. Tenant
               shall provide to Landlord evidence of payment of such invoices
               within five (5) Working Days following the applicable due date.

     10.10 Taxes; VAT

          To pay any and all VAT incurred or imposed on any payment made by the
          Tenant under this Lease and to pay any stamp duty, or other fees
          assessed or assessable on this Lease, and to pay or reimburse the
          Landlord for payment of all taxes, charges or fees connected with the
          use and/or ownership of the Land and Improvements (for the avoidance
          of doubt, this does not include any taxes imposed on the Landlord
          regarding its business such as corporate income tax and trade tax of
          Landlord imposed on the net income from the Lease). For the avoidance
          of doubt, unless this Lease provides otherwise, any amounts due under
          this Lease from the Tenant constitute net amounts and will be
          increased by the applicable VAT.

     10.11 General requirements concerning use

          10.11.1 Not to use any part of the Premises for any illegal act or
               purpose and not to commit any unreasonable nuisance or do
               anything which may cause damage or unreasonable disturbance to
               the Landlord or any other person.

     10.12 Indemnity

          10.12.1 The Tenant will fully pay, protect, defend, indemnify and hold
               harmless the Landlord from and against all actions, demands,
               proceedings, claims, damages, losses, costs, expenses and
               liabilities arising directly or indirectly out of any breach of
               the Tenant's obligations under this Lease or any failure to
               comply with any applicable Law and against any liability for any
               value added taxes, tax, stamp duty or other fees specifically
               imposed on the Landlord in connection with the Premises or the
               Basic Rent of whatever nature, including penalties and interest
               on such overdue or unpaid tax (and penalties for failure to give
               appropriate notices and information under any applicable Law) for
               which the Landlord shall be liable as a result of any development
               carried out on the Premises by the Tenant or its permitted
               sublessees and shall within fourteen (14) days of demand pay to
               the Landlord the amount of any such sum, provided that the Tenant
               will not bear any responsibility or obligation where such
               liabilities, claims, costs or expenses arose from the Landlord's
               wilful misconduct or gross negligence.

     10.13 Environmental requirements

          The Tenant covenants with the Landlord as follows:


                                      -26-

<PAGE>

          10.13.1 to ensure at all times throughout the Term that the Premises
               and the Tenant are in compliance with Environmental Law in its
               use and occupation of the Premises and, in particular, but
               without limitation, that the Tenant or any other occupier of the
               Premises obtains and complies with all Environmental Permits
               required for the storage, use or disposal of any Dangerous
               Substances at, on or from the Premises;

          10.13.2 not at any time during the Term to cause or permit the
               deposit, spillage or release onto the surface or into the
               sub-soil of the Premises of any Dangerous Substances otherwise
               than in accordance with the terms of a valid Environmental
               Permit;

          10.13.3 not at any time during the Term to do or permit to be done
               anything on the Premises which could cause disturbance to the
               operation of or damage to the above ground or under ground
               storage tanks and associated lines or pipe work at the Premises;

          10.13.4 in the event of a breach of its obligations contained in
               Clauses 10.13.1, 10.13.2, 10.13.3 above, to notify the Landlord
               immediately in writing of the same and forthwith and with all due
               speed and diligence to carry out such works of investigation and
               remediation as may be necessary to remedy the consequences of the
               breach and to reinstate the Premises to their condition prior to
               the occurrence of the breach (taking into account at all times
               all reasonable requirements of the Landlord with regard to the
               nature and scope of such works) provided that, unless Tenant has
               failed to commence to cure such breach within thirty (30) days of
               written notice of such breach from Landlord or, following
               commencement of such a cure, Tenant has failed to diligently and
               continuously attempt to remedy such breach until it is cured,
               then, the Landlord shall have the option at its sole discretion
               to assume conduct of any such works in which case the Tenant
               shall reimburse the Landlord within fourteen (14) days of a
               written demand in respect of all properly and reasonably incurred
               costs, fees, (including professional fees) and expenses incurred
               in carrying out such works;

          10.13.5 that it will assume full responsibility for meeting all
               liabilities, claims, costs and expenses arising or incurred
               during the Term in respect of or in any way related to the
               presence in, on, over or under the Premises of any Dangerous
               Substances (regardless of when such Dangerous Substances first
               came to be present in, on, over or under the Premises) including
               liability for and the costs of any works of remediation
               (including on-going monitoring) which may be required in order to
               mitigate or prevent a liability under Environmental Law or as may
               be requested by a Competent Authority at any time in the future
               and that it will comply with all requirements of any Competent
               Authority made at any time thereunder provided that the Tenant
               shall have no responsibility or obligation where such
               liabilities, claims, costs or expenses arose solely out of the
               gross negligence or wilful misconduct of the Landlord.

     10.14 Not to overload


                                      -27-

<PAGE>

          Not to place or keep on or in the Premises any heavy articles or
          structures in such position or in such quantity or weight or otherwise
          in such manner howsoever as to overload or cause damage to the
          Premises.

     10.15 Guarantee

          10.15.1 To ensure that the Guarantee is provided for the Landlord's
               benefit upon the execution of this Lease.

     10.16 Compulsory Purchase

          (i)  The Landlord shall notify the Tenant of its receipt of a
               Compulsory Purchase Notice.

          (ii) In the event that a Compulsory Purchase with respect to of all or
               substantially all of the Premises, (a) the Landlord shall have no
               liability to the Tenant, (b) the Net Award will be solely for the
               Landlord's benefit as a compensation for the expropriation of the
               Premises, and (c) the Lease shall terminate on the date the Net
               Award is paid to Landlord.

          (iii) In the event that the Partial Compulsory Purchase occurs with
               respect to the Premises, this Lease shall remain in full force
               and effect as to the portion of the Premises which have not been
               affected by such Partial Compulsory Purchase (the "REMAINING
               PREMISES") with no reduction of Basic Rent.

          (iv) Tenant shall be entitled to make a claim on its own behalf under
               statutory law for any loss it suffers as a result of a Compulsory
               Purchase provided that such claim does not diminish any Net Award
               payable to Landlord.

     10.17 Restoration

          10.17.1 Unless the provisions of Clause 10.17.2 apply, any Net Award
               in respect of any Casualty or the Partial Compulsory Purchase
               shall be collected by the Tenant to reimburse Tenant for its
               costs incurred in restoring the Premises. Tenant shall be
               obligated to restore the Premises as close as possible to its
               value, condition and character immediately prior to such event
               (assuming the Premises to have been in the condition required by
               this Lease).

          10.17.2 If (i) the Premises are so destroyed or damaged by an Insured
               Risk such that the insurers are willing to make one or more lump
               sum payments of insurance proceeds in advance of reinstatement
               being paid for and completed, or (ii) the proceeds from any
               Partial Compulsory Purchase are in excess of E500,000, then,
               the Landlord or Lender may hold the entire Net Award in a fund
               (the "RESTORATION FUND") and Landlord or Lender shall disburse
               amounts from the Restoration Fund in accordance with the
               following conditions:

               (i)  prior to commencement of restoration, (A) the architects,
                    contracts, contractors, plans and specifications and a
                    budget for the restoration shall have been reviewed with the
                    Landlord, and (B) the Landlord shall be provided with
                    acceptable performance and payment bonds which insure
                    satisfactory completion of and payment for the restoration,
                    are in an amount and form and with a surety reasonably
                    acceptable to the


                                      -28-

<PAGE>

                    Landlord taking into account market standards, and name the
                    Landlord as additional co-beneficiary or be assigned to
                    Landlord;

               (ii) at the time of any payment, no Material Lease Default on the
                    part of the Tenant shall exist and no liens in favour of
                    workmen that have arisen through the conduct of work on the
                    Premises (other than those liens that arise automatically
                    under the Law) shall have been filed against any of the
                    Premises and remain undischarged;

               (iii) at the time of any payment, the Tenant is not declared
                    bankrupt nor has the application for bankruptcy been
                    rejected with respect to the Tenant due to the lack of funds
                    sufficient for covering the costs of the bankruptcy
                    proceeding;

               (iv) payments shall be made from time to time in an amount not
                    exceeding the cost of the work completed since the last
                    disbursement, upon receipt of (A) architects' certificates
                    showing the stage of completion and the estimated total cost
                    of completion) that the work to date has been performed in a
                    good and workmanlike manner in accordance with the
                    contracts, plans and specifications, (B) contractors' and
                    subcontractors' statements as to completed work and the cost
                    thereof for which payment is requested, and (C) paid
                    receipts so that the Landlord and Landlord's construction
                    consultant can verify in their reasonable discretion that
                    the amounts disbursed from time to time are represented by
                    work that is completed, in place and free from any material
                    technical defects and clear from any third party claims.
                    Landlord shall cause its construction consultant to provide
                    such a verification (or objection) within ten (10) Working
                    Days of the date all documentation required to be delivered
                    to Landlord and its construction consultant under this
                    clause (iv) being delivered and no such objection may be
                    based upon compliance by Tenant with the documentation
                    approved by Landlord pursuant to Clause 10.17.2(i).

               (v)  each request for payment shall be accompanied by a
                    certificate from the Tenant, signed by an authorised
                    representative of the Tenant, describing the work for which
                    payment is requested, stating the cost incurred in
                    connection therewith, and stating that the Tenant has not
                    previously received payment for such work and, upon
                    completion of the work, also stating that the work has been
                    fully completed and complies with the applicable
                    requirements of this Lease;

               (vi) the Landlord shall not unreasonably withhold or delay any
                    payment under this Clause 10.17.2 or the granting or
                    withholding of any consents or approvals with respect to the
                    reinstatement; and

               (vii) the Landlord may retain ten percent (10%) of the Net Award
                    until the work is fully completed. So long as no Event of
                    Default then exists, any amounts so retained shall be paid
                    to Tenant or the general contractor, as applicable,
                    following final completion of the restoration work in


                                      -29-

<PAGE>

                    compliance with this Lease and receipt by Landlord of all
                    documentation Landlord reasonably requires to verify same.

          10.17.3 In the event Landlord's construction consultant objects as
               provided in Clause 10.17.2 (iv)(C) and Tenant disagrees with such
               determination by giving Landlord and Landlord's construction
               consultant written notice of such disagreement within three (3)
               Working Days of being notified in writing of such objection,
               then, a representative of Tenant, a representative of Landlord
               and Landlord's construction consultant shall meet (in person
               and/or by telephone) within seven (7) Working Days of Tenant
               notifying Landlord in writing of its disagreement with the
               objection by Landlord's construction consultant (the "MEETING").
               If the parties are unable to resolve such disagreement within
               three (3) Working Days following the Meeting, then, Landlord and
               Tenant will attempt to agree upon the appointment of an
               independent construction consultant of good reputation and with
               not less than ten (10) years experience monitoring similar
               projects to resolve such dispute. If such independent
               construction consultant comes to a different conclusion than
               Landlord's construction consultant, the determination of such
               independent construction consultant shall supersede and replace
               the determination of Landlord's construction consultant. If,
               however, Landlord and Tenant are unable to agree upon such an
               independent construction consultant within fifteen (15) Working
               Days of the Meeting or the independent construction consultant
               does not make a determination without undue delay and at the
               latest within twenty (20) Working Days of its appointment, then,
               either Landlord or Tenant may refer such matter to the President
               of the local Chamber of Commerce and Industry (Industrie-und
               Handelskammer) locally competent for the Premises to select an
               independent construction consultant. All out-of-pocket costs and
               fees with respect to the procedure described in this Clause
               10.17.3, including the fees and costs of the independent
               construction consultant and/or the President of the local Chamber
               of Commerce and Industry (Industrie-und Handelskammer) locally
               competent for the Premises shall be paid by Tenant. The
               determination made by the independent construction consultant
               shall be deemed to be an arbitrator's expert opinion
               (Schiedsgutachten) and no recourse to legal action to appeal such
               determination shall be permitted.

          10.17.4 Prior to commencement of restoration and at any time during
               restoration, if the estimated cost of completing the restoration
               work free and clear of all liens, as determined by the Landlord
               and the Tenant, exceeds the amount of the Net Award or insurance
               proceeds available for such restoration, the amount of such
               excess shall, upon demand by the Landlord, be paid by the Tenant
               to the Landlord or directly applied by the Tenant to the cost of
               the restoration. The Landlord shall have the right to inspect the
               application of funds raised by the Tenant for the restoration of
               the Premises.

          10.17.5 Any such sums held under Clause 10.17.2 shall be kept in an
               account separate from any other funds of the Landlord and all
               interest earned thereon shall form part of the Restoration Fund.


                                      -30-

<PAGE>

11   SECURITY DEPOSIT

          11.1.1 Concurrently with the payment of the purchase price under the
               Purchase and Sale Agreement, Tenant shall deliver to Landlord a
               security deposit in the amount of E401,600.25 (together with any
               additional security deposit paid to Landlord pursuant to Clause
               11.1.2 and Sublet Security Deposit, the "SECURITY DEPOSIT"). The
               Security Deposit shall be either immediately available funds
               ("CASH SECURITY DEPOSIT") or in the form of an irrevocable letter
               of credit (the "LETTER OF CREDIT") and shall be issued by a bank
               acceptable to Landlord and having a long-term unsecured debt
               rating of not less than "A" from Standard & Poor's Corporation
               and in form and substance satisfactory to Landlord. The Security
               Deposit shall remain in full force and effect during the Term as
               security for the payment by Tenant of the Basic Rent, Outgoings,
               and all other charges or payments to be paid hereunder and the
               performance of the covenants and obligations contained herein,
               and, if the Security Deposit is a Letter of Credit, the Letter of
               Credit shall be renewed at least thirty (30) days prior to any
               expiration thereof. If Tenant fails to renew the Letter of Credit
               by such date, time being of the essence, Landlord shall send an
               written reminder notice to Tenant. If Tenant has not yet renewed
               the Letter of Credit within five Working Days after Landlord
               gives Tenant such an written reminder notice, then Landlord shall
               have the right to draw on the Letter of Credit and to deposit the
               proceeds of the Letter of Credit as a Cash Security Deposit in
               any account for the benefit of Landlord, but any failure of
               Landlord to so draw on the Letter of Credit shall not mitigate
               the obligation of Tenant to maintain the full amount of the
               Security Deposit required pursuant to the terms of this Lease at
               all times during the Term of this Lease. Any Cash Security
               Deposit shall not be commingled with other funds of Landlord or
               other Persons and no interest thereon shall be due and payable to
               Tenant.

          11.1.2 If at any time following an Asset Sale Without Lease Assumption
               (as defined in the Guarantee) the Guarantor is not publicly
               traded on a national exchange in the United Kingdom, the Tenant
               shall increase the Security Deposit by an amount equal to one
               year of the Basic Rent then in effect. Such increase shall be
               made by delivering to Landlord either (i) cash (in Euros) in an
               amount equal to one year of the Basic Rent then in effect, or
               (ii) another Letter of Credit in an amount equal to one year of
               Basic Rent then in effect.

          11.1.3 If at any time an Event of Default shall have occurred and be
               continuing, Landlord shall be entitled, at its sole discretion,
               to draw on the Letter of Credit or to withdraw the Cash Security
               Deposit from the above-described account and to apply the
               proceeds in payment of (i) any Rent, Outgoings, or other charges
               for the payment of which Tenant shall be in default, (ii) prepaid
               Basic Rent, (iii) any expense incurred by Landlord in curing any
               default of Tenant, and/or (iv) any other sums due to Landlord in
               connection with any default or the curing thereof, including,
               without limitation, any damages incurred by Landlord by reason of
               such default, including any rights of Landlord under Clause 14.1
               or to do any combination of the foregoing, all in such order or
               priority as Landlord shall so determine in its sole discretion
               and Tenant acknowledges and agrees that such proceeds shall not
               constitute assets or funds of Tenant or its estate, or be


                                      -31-

<PAGE>

               deemed to be held in trust for Tenant, but shall be, for all
               purposes, the property of Landlord (or Lender, to the extent
               assigned). Tenant further acknowledges and agrees that (1)
               Landlord's application of the proceeds of the Letter of Credit or
               Cash Security Deposit towards the payment of Basic Rent,
               Outgoings, any other sums due under this Lease or the reduction
               of any damages due Landlord in accordance with Clause 14.1 of
               this Lease, constitutes a fair and reasonable use of such
               proceeds, and (2) the application of such proceeds by Landlord
               towards the payment of Basic Rent, Outgoings, or any other sums
               due under this Lease shall not constitute a cure by Tenant of the
               applicable default provided that an Event of Default shall not
               exist if Tenant restores the Security Deposit to its full amount
               within fourteen (14) days and in accordance with the requirements
               of this Clause 11, so that the original amount of the Security
               Deposit shall be again on deposit with Landlord.

          11.1.4 At the expiration of the Term and so long as no Event of
               Default exists the Letter of Credit or the Cash Security Deposit,
               as the case may be, shall be returned to Tenant. In addition,
               provided no Event of Default then exists hereunder or under any
               sublease, any Sublet Security Deposit held by Landlord shall be
               returned to Tenant on the first anniversary of the date (i) the
               entire Premises became occupied pursuant to a sublease, or (ii)
               the Tenant re-occupied the entire Premises.

          11.1.5 Landlord shall have the right to designate Lender or any other
               holder of a Mortgage as the beneficiary of the Letter of Credit
               or the Cash Security Deposit during the term of the applicable
               Loan, and such Lender or other holder of a Mortgage shall have
               all of the rights of Landlord under this Clause 11. Tenant
               covenants and agrees to execute such agreements, consents and
               acknowledgments as may be requested by Landlord from time to time
               to change the holder of the Security Deposit as hereinabove
               provided.

12   COVENANT OF QUIET ENJOYMENT

     The Landlord covenants with the Tenant that the Tenant paying the Rent
     reserved and observing and performing its covenants and conditions
     contained in this Lease may peaceably and quietly hold and enjoy the
     Premises without any unlawful interruption by the Landlord or any person
     rightfully claiming through under or in trust for it.

13   POST CLOSING OBLIGATIONS

     Tenant shall complete, remediate or obtain or caused to be completed,
     remediated or obtained certain of the Disclosed Defects described in and
     within the time periods specified in Schedule 5 (the "POST CLOSING
     OBLIGATIONS").

14   INTENTIONALLY OMITTED.

15   GENERAL PROVISIONS

     Provided always and it is agreed and declared as follows:


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<PAGE>

     15.1 Events of Default

          Notwithstanding and without prejudice to any other remedies and powers
          contained in this Lease or otherwise available to the Landlord, if:

          15.1.1 the Tenant is in default of payment of the quarterly payments
               of the Basic Rent provided, however, that with respect to the
               each quarterly instalment of Basic Rent (or any portion thereof)
               in any Lease Year that is not paid when due, an Event of Default
               shall not exist solely as a result of such payment not being paid
               when due until five (5) Working Days after Landlord has given to
               Tenant written notice thereof; or

          15.1.2 the Tenant is in default of payment of VAT, real estate or
               other taxes or Outgoings payable to Landlord or any other
               payments under this Lease for more than fifteen (15) days after
               written notice thereof from Landlord to Tenant;

          15.1.3 the Tenant or Guarantor:

               (i)  files, or is under statutory law obliged to file, for
                    insolvency proceedings; or

               (ii) insolvency proceedings on the Tenant's assets are opened or
                    dismissed for lacking assets;

               and, with respect to the Guarantor only, Lender has declared a
               default under its Loan as a result of the Guarantor's insolvency
               ("Guarantor Insolvency Event");

          15.1.4 the Tenant violates any of its obligations set out in Clause
               9.1;

          15.1.5 any other circumstances occur where a failure of Tenant to
               perform or other circumstances will allow Landlord to terminate
               this Lease for cause (Kundigung aus wichtigem Grund) under
               applicable statutory provisions and Tenant does not remedy such
               failure within thirty (30) days after receipt of the Landlord's
               written demand to do so;

          15.1.6 the Tenant is in breach of any other terms of this Lease and
               does not remedy the default within thirty (30) days after receipt
               of the Landlord's written demand to do so;

          15.1.7 Tenant shall fail to provide, maintain and, if necessary,
               replenish the Security Deposit in accordance with the
               requirements of Clause 11; or

          15.1.8 an Event of Default (as that term is defined in the Nagold
               Lease) shall occur under the Nagold Lease at any time during
               which (i) the Guarantor first named hereunder is the ultimate
               owner of the tenant under the Nagold Lease, or (ii) the ultimate
               owner (or any Affiliate thereof) of the tenant under the Nagold
               Lease is also the ultimate owner of the Tenant under this Lease,

          then, and in any such case, the Landlord may terminate this Lease with
          immediate effect and re-enter the Premises or any part of the Premises
          without prejudice to any right of action or remedy of the Landlord
          against the Tenant for damages, including the Default Amount or
          otherwise in respect of any breach non-observance or non-performance
          of any of the covenants or any conditions contained in this Lease,
          provided that with respect to a


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<PAGE>

          Guarantor Insolvency Event, Landlord shall act reasonably in making a
          decision of whether to exercise its remedies, including its right to
          terminate this Lease. Tenant acknowledges and agrees that it shall be
          required to pay to Landlord the Default Amount upon a termination of
          this Lease as a result of an Event of Default as a part of the damages
          payable to Landlord as a result of the default. However, to the extent
          required by Law, after receipt of all damages (including the Default
          Amount) the Landlord undertakes to mitigate any and all losses or
          damages it has suffered as a result of termination set out above, and
          in such event will reimburse the Tenant to the extent of monies
          received (after deduction of all reasonable reletting costs). If the
          Landlord does not exercise its remedies in respect of a Guarantor
          Insolvency Event then for the purpose of this Lease there shall be no
          Event of Default.

     15.2 Surrender of the Premises

          15.2.1 Subject to any extensions of this Lease (including a short-term
               extension of the Term of up to six (6) months pursuant to Clause
               5.2), the Tenant shall surrender the Premises to the Landlord on
               the last Working Day of the Term (or if this Lease is terminated
               or expires before the lapse of the Term, on the day immediately
               following such termination or expiry). On such a date the
               Premises should be clean, in a good state of repair, free from
               any of the Tenant's equipment or furniture and in good condition.

          15.2.2 In the event that the Tenant fails to surrender the Premises in
               compliance with the foregoing provisions, it will be required to
               pay to the Landlord, as compensation for unlawful use of the
               Premises, an amount equal to twice the amount of the Basic Rent
               on a daily basis as compensation for the delay in surrendering
               the Premises; for the avoidance of doubt, the Tenant will also be
               required to pay Outgoings relating to the period of such unlawful
               use of the Premises.

     15.3 Service of notices

          15.3.1 Any demand or notice to be served on the Tenant under this
               Lease will be validly served if sent by internationally
               recognised over night delivery service or facsimile addressed to
               the Tenant at its registered office, its last known address, at
               the Premises or at the address below (or such other address that
               Tenant may notify Landlord of in writing from time to time). Any
               notice to be served on the Landlord will be validly served if
               sent by internationally recognised over night delivery service or
               facsimile addressed to the Landlord at its address below (or such
               other address that Landlord may notify Tenant of in writing from
               time to time).

               LANDLORD:         WGN (GER) LLC
                                 c/o W.P. Carey & Co. LLC
                                 50 Rockefeller Plaza, Second Floor
                                 New York, New York 10020
                                 United States of America (USA)
                                 Fax: +1-212-492-8922
                                 For the attention of: Director,
                                 Asset Management


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<PAGE>

               with copies to:   Reed Smith LLP
                                 599 Lexington Avenue, 29th Floor
                                 New York, New York 10022
                                 For the attention of: Chairman Real Estate
                                 Department
                                 Fax: +1 212-521-5450

               TENANT:           Wagon Automotive GmbH
                                 Geschaftsfuhrung
                                 Lise-Meitner-StraBe 10
                                 D-72202 Nagold
                                 Germany
                                 Fax: +0121 329 5150

               with copies to:   Wagon plc
                                 Company Secretary
                                 3500 Parkside
                                 Birmingham Business Park
                                 Birmingham B37 7YG
                                 United Kingdom
                                 Fax: +0121 329 5150

          15.3.2 Any demand or notice sent by facsimile will be conclusively
               treated as having been served when confirmed by an activity
               report confirming the facsimile number to which such notice was
               sent, the number of pages transmitted and that such transmission
               was successfully completed.

          15.3.3 However, a notice given in accordance with the above, but
               received on a non-Working Day or after business hours in the
               place of receipt will only be deemed to be served on the next
               Working Day in that place.

          15.3.4 The address and facsimile number of each party for all notices
               under or in connection with this Lease are:

               (i)  those notified by that party for this purpose to the other
                    parties on or before the date of this Lease; or

               (ii) any other notified by that party for this purpose to the
                    other parties by not less than seven (7) days' notice.

               (iii) Landlord herewith appoints as its agent for service of
                    process (Zustellungsbevollmachtigten) in the sense Section
                    171 German Code of Civil Procedure (Section 171
                    Zivilprozessordnung): Reed Smith LLP, Funf-Hofe,
                    Theatinerstrasse 8, Munich, D-80333, Germany, Attention:
                    Etienne Richthammer.

     15.4 Failure to perform obligations

          The Landlord will have a thirty (30) day cure period, after receiving
          notice from the Tenant to remedy any default under this Lease. In case
          of the Landlord's default, the Landlord shall be liable to compensate
          the Tenant for loss or damage sustained by the Tenant from the


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<PAGE>

          day of occurrence of such default, subject, however, to the limitation
          set forth in Clause 15.10.

     15.5 Waiver of right to forfeit

          No demand for or acceptance or receipt of any part of the Basic Rent
          or the Outgoings shall operate as a waiver by the Landlord of any
          right which the Landlord may have to forfeit this Lease by reason of
          any breach of covenant by the Tenant notwithstanding that the Landlord
          may know or be deemed to know of such breach at the date of such
          demand, acceptance or receipt.

     15.6 Covenants relating to adjoining Premises

          Nothing contained in or implied by this Lease places any obligation on
          the Tenant or gives 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
          property not comprised in this Lease.

     15.7 Entire understanding; Schedules

          This Lease, together with all agreements specifically referred to
          herein, embodies the entire understanding between the parties relating
          to the Premises and to all the matters dealt with by the provisions of
          this Lease. The schedules attached to this Lease are incorporated
          herein as if fully set forth. The Landlord and Tenant are business
          entities having substantial experience with the subject matter of this
          Lease and have each fully participated in the negotiation and drafting
          of this Lease. Accordingly, this Lease shall be construed without
          regard to the rule that ambiguities in a document are to be construed
          against the party which drafted the agreement.

     15.8 Severance

          Each of the Clauses of this Lease is distinct and severable from the
          others and if at any time one (1) or more of such provisions is or
          becomes illegal, invalid or unenforceable, the validity, legality and
          enforceability of the remaining provisions will not in any way be
          affected or impaired. For replacement of any ineffective or incomplete
          clauses the Parties undertake to agree upon effective or complete
          clauses that correspond as much as possible to the economic purpose of
          any ineffective or incomplete clauses.

     15.9 Governing law and jurisdiction

          This Lease shall be governed by, and construed in accordance with the
          laws of Germany and the venue for any dispute hereunder shall be a
          court of competent jurisdiction in Frankfurt, Germany.

     15.10 Non-recourse

          Anything contained herein to the contrary, notwithstanding any claim
          based on or in respect of any liability of the Landlord under this
          Lease, shall be enforced only against the Landlord and not against any
          other assets, properties or funds of:

          15.10.1 any director, officer, member, shareholder, employee or agent
               of the Landlord or any general partner of the Landlord or any of
               its members (or any legal representative, heir, estate, successor
               or assign of any thereof);


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<PAGE>

          15.10.2 any general partners, shareholders, officers, directors,
               members, employees or agents, either directly or through the
               Landlord or its shareholders, officers, directors, employees or
               agents of any predecessor or successor partnership or corporation
               (or other entity) of the Landlord; or

          15.10.3 any person affiliated with any of the foregoing, or any
               director, officer, employee or agent of any thereof.

     15.11 Requests for information

          15.11.1 At any time upon not less than fourteen (14) days' prior
               written request by the Landlord to the Tenant, the Tenant shall
               deliver to the Landlord a statement in writing, executed by an
               authorized officer of the Tenant, certifying except as otherwise
               specified, (a) that, except as otherwise specified, this Lease is
               unmodified and in full force and effect, (b) the dates to which
               Basic Rent and Outgoings have been paid, (c) that, to the
               knowledge of the signer of such certificate and except as
               otherwise specified, no default by either Landlord or Tenant
               exists hereunder, (d) that there are no proceedings pending or,
               to the knowledge of Tenant, threatened, against the Tenant before
               or by any court or administrative agency which if adversely
               decided, would materially and adversely affect the financial
               condition and operations of the Tenant, and (e) such other
               matters as Landlord may reasonably request.

          15.11.2 Any such statements by the Tenant may be relied upon by the
               Landlord, and any person whom the Landlord notifies the Tenant in
               its request for the statement is an intended recipient or
               beneficiary of the statement, any Mortgagee or Lender or their
               assignees and by any prospective purchaser or prospective
               Mortgagee of any of the Premises.

     15.12 Amendments

          This Lease may be modified, amended, discharged or waived only by an
          agreement in writing signed by both the parties.

     15.13 Successors and Assigns

          The covenants of this Lease shall bind the Tenant and Landlord and
          their successors and assigns and all subtenants of any of the
          Premises, and shall inure to the benefit of the Landlord and the
          Tenant and their respective successors and assigns. The Tenant hereby
          consents to any assignment of the Landlord's interest in this Lease to
          a Lender.

     15.14 Requirement of Written Form

          Landlord and Tenant acknowledge the requirement of written form
          stipulated by Section 550 German Civil Code and undertake to observe
          the requirement of written form at any time when altering, modifying,
          amending, discharging, assigning or transferring this Lease and
          undertake to commit any action necessary to ensure that the
          requirement of written form is fulfilled at any time. Landlord and
          Tenant, and their respective successors and assigns, hereby waive any
          rights for termination of this Lease based on the argument that the
          requirement of written form was not observed. This clause may only be
          revoked in writing.

     15.15 Representation by Landlord


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<PAGE>

          Landlord represents to Tenant that the Facilities Agreement which
          shall evidence the terms of a Loan to be made by Societe Generale to
          Landlord on or about the Commencement Date shall include the following
          provision:

               "The Finance Parties shall act reasonably in making a decision of
               whether to declare a Default pursuant to this Clause 25.11
               (Insolvency of Wagon PLC):"

THIS AGREEMENT has been entered into on the date stated at the beginning of this
agreement.


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<PAGE>

                          EXECUTION OF LEASE AGREEMENT:

THE LANDLORD

SIGNED by Jeffrey  S. Lefleur,             )
Director,                                  )
duly authorised for and on behalf of       )
Conduit B.V. in its capacity as managing   )
member of WGN (GER) LLC:                   )

ADDRESS:                c/o W.P. Carey & Co. LLC
                        50 Rockerfeller Plaza, 2nd Floor
                        New York, NY 10020, U.S.A.
FACSIMILE NO:           +1 212 492 8922
FOR THE ATTENTION OF:   Director, Asset Management

THE TENANT

SIGNED by [-],                             )
duly authorised for and on behalf of,      )
WAGON AUTOMOTIVE GmbH,                     )

ADDRESS:                [-]
FACSIMILE NO:           [-]
FOR THE ATTENTION OF:   [-]


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