LEASE AGREEMENT TERMS AND CONDITIONS


                    DATED               2000
                        HARVING LIMITED
                               to

                             LEASE

                               of


                  Unit 9, Kemble Business Park
                           Malmesbury
                           Wiltshire



Term of Years 20 years

from the [25th] day of [March] 2020

               Expires        2002

Rent in pounds; 40,000.00 per annum exclusive (subject to review)


                      Messrs. Gordon Dadds
                        80 Brook Street
                            MAYFAIR
                         London W1Y 2DD
                       Tel. 0171 493 6151
           Ref. AO/MT/HARVING LEASE.Unit 9/2704.2000


                               CONTENTS

1. PARTICULARS


2. DEFINITION


3. INTERPRETATION


4. DEMISE


5. TENANT'S CONVENATS


               1.   Rent and service charges
               2.   Outgoings & VAT
               3.   Electricity Gas etc
               4.   Repair Cleaning Decoration
               5.   Waste & Alterations
               6.   Aerials Signs & Adverts
               7.   Statutory obligations
               8.   Landlords access & Notice to repair
               9.   Alienation
               10.  Nuisance etc. & Residential Restrictions
               11.  Payment of Proportion of Expenses
               12.  Landlords Costs
               13.  Planning Acts
               14.  Plans Documents & Information
               15.  Indemnities
               16.  Reletting Boards
               17.  Encroachments
               18.  Yield Up
               19.  Interest on arrears
               20.  Statutory Notices etc
               21.  Keyholders
               22.  Sale of Reversion
               23.  Defective Premises
               24.  New Guarantor
               25.  Landlords Rights
               26.  User
               27.  Ceiling and Floor Loading
               28.  Contamination

     6.   LANDLORDS COVENANTS

               1.   Quiet Enjoyment
               2.   Maintenance of common facilities

     7.   INSURANCE

               1.   Landlord to insure
               2.   Details of insurance
               3.   Payment of insurance Rent
               4.   Suspension of Rent
               5.   Reinstatement and Termination
               6.   Tenants Insurance Covenants
               7.   Landlords Insurance Covenants

     8.   GUARANTORS COVENANTS

               1.   To pay observe & perform
               2.   To take lease on disclaimer
               3.   Payments following disclaimer

     9.   PROVISOS

               1.   Re-entry & distress
               2.   Exclusion of use warranty
               3.   Entire understanding
               4.   Representations
               5.   Licenses etc
               6.   Tenants property
               7.   Compensation on vacating
               8.   Service of Notices
               9.   Break clause
               10.  Arbitration



FIRST SCHEDULE
The Premises


FIRST PART
Rights Granted

SECOND PART
Rights Reserved


SECOND SCHEDULE
Rent Review


THIRD SCHEDULE
Services Charges



                    LEASE DATED:        2000


1.   PARTICULARS

          1.1.1   THE LANDLORD HARVING LIMITED whose
                  registered office is at


          1.1.2   THE TENANT


     1.2  THE PREMISES ALL THOSE premises known
          As Unit9, Kemble Business Park, Malmesbury,
          Wiltshire mor particularly described in the First
          Schedule hereto


     1.3  THE TERM 20 years from the [25th ] day of March
          2000


          1.4.1     RENT COMMENCEMENT DATE
                    the          Day of                        2000


     1.5  RENT FORTY THOUSAND POUNDS
          (£40,000) per annum subject to review in
          accordance with the provisions of the
          Second Schedule hereto


     1.6  INTEREST RATE 4% per year above base lending
          rate of Lloyds Bank Plc or such
          other Bank (being a member of
          The Committee of London and
          Scottish Banks) as the Landlord
          may from time to time nominate
          In writing

     1.7  PERMITTED USER  A use specified in Class B1 (c) or B2 or B8
          of the Schedule to the Town and Country
          Planning (Use Classes) order 1987 with
          ancillary offices.


2.   DEFINITIONS

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

     2.2  "Insurance Rent" means the sums which the Landlord shall from time
          to time pay by way of premium:
          2.2.1   for insuring the Premises in accordance with its obligations
                  contained in the Lease

          2.2.2   and for insuring such amount and on such terms as the Landlord
                  shall consider appropriate or shall be reasonable against all
                  liabilities of the Landlord to third parties arising out of or
                  in connection with any matter including or relating to the
                  Premises

     2.3  "Insured Risks" means fire lighting storm tempest explosion aircraft
          (including articles dropped therefrom) aerial devises riot civil
          commotion malicious persons and vandals earthquake flood bursting and
          overflowing of water pipes tanks and other apparatus and impact from
          vehicles and subsidence heave and landslip (provided such cover is
          generally available for the type of buildings on the Premises) and
          such other risks as are normally covered by a comprehensive buildings
          insurance policy and such further risks as the Landlord from time to
          time in its reasonable discretion may think fit to insure against

     2.4  "interest" means interest during the period from the date on which
          payment is due or notified to the Tenant to the date of payment both
          before and after judgment at the interest rate prevailing or if such
          base rate referred to in 1.6 ceases to exist such other rate of
          interest as is most closely comparable with the interest rate to be
          agreed between the parties or in default of agreement to be determined
          by the Surveyor action as an expert and not as an arbitrator

     2.5  "Surveyor" means any property qualified person or firm appointed by
          the Landlord to perform any of the functions of the Surveyor under the
          Lease (including an employee of the Landlord or Company that is a
          member of the same group as the Landlord within the meaning of Section
          44 of the 1954 Act and including also the person or firm appointed by
          the Landlord to collect the rents)

     2.6  "the 1954 Act" means the Landlord and Tenant Act 1954 and all Statutes
          and Regulations and Orders included by virtue of Clause 3.13 hereof

     2.7  "Pipes" means all pipes sewers drains and apparatus for the supply of
          services or for the disposal of foul or surface water (including the
          septic tank serving the Premises and the outfall drainage (therefrom)
          mains ducts conduits gutters watercourses wires cables channels flues
          and all other conduction media and includes any fixings louvres cowls
          and other ancillary apparatus which are in on or under or which serve
          the Premises

     2.8  "The Plan" means the plan annexed to the Lease

     2.9  "The Planning Acts" means the Town and Country Planning Acts 1971 to
          1990 and all Statutes Regulations and Orders included by virtue of
          Clause 3/13

     2.10 "The Arbitration Acts" means the Arbitration Act 1996

     2.11 "Rent" means the rent referred to in clause 1.5 of the Particulars of
          this Lease hereto and such term does not include Insurance Rent but
          the term "Rents" includes the Insurance Rent

     2.12 "The Estate" means Kemble Business Park Malmesbury Wiltshire as shown
          (for the purposes of identification only) edged green on the plan
          attached hereto

3.   INTERPRETATION

     3.1  The Landlord and the Tenant where the context so admits include the
          person or persons or Company for the time being entitled to the
          reversion immediately expectant on the determination of the Term and
          the Tenant's successors in title respectively at any time

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

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

     3.4  The expression "Guarantor" means any person who enters into covenants
          with the Landlord pursuant to Clauses 5.9.6

     3.5  The expression "the Term" includes the Contractual Term and any period
          of holding over or extension or continuance of the Contractual Term at
          common law

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

     3.7  References to any right of the Landlord to have access to the Premises
          shall be construed as extending to any mortgage of the Premises and to
          all person authorised by the Landlord or mortgagee (including agents
          professional advisers contractors workmen and others) where such
          mortgage grants such rights of access to the mortgagee

     3.8  Any covenant by the Tenant not to do an act or thing shall be deemed
          to include an obligation to use reasonable endeavour not to permit or
          suffer such act or thing to be done by another person where the Tenant
          is aware that such act or thing is being done

     3.9  References to "consent of the Land" or words to similar effect mean a
          consent in writing signed by or on behalf of the Landlord and to
          " approved" and 'authorised' or words to similar effect mean (as the
          case may be) approved or authorised in writing by or on behalf of the
          Landlord

     3.10 The terms "the parties" or "party" mean the Landlord and/or the Tenant
          but except where there is an express indication to the contrary
          exclude the Guarantor

     3.11 "Development" has the meaning given by the Town and Country Planning
          Act 1990 Section 55

     3.12 Any references to a specific Statute include any statutory extension
          or modification amendment or re-enactment of such Statute and any
          Regulations or Orders made under such Statute and any general
          reference to "Statute or "Statutes" includes any Regulations or Orders
          made under such Statute or Statutes

     3.13 References in this Lease to any clause sub-clause or Schedule without
          further designation shall be construed as a reference to the clause
          sub-clause or Schedule to this Lease so numbered

     3.14 The clause paragraph and schedule headings and the tale of contents do
          not form part of this Lease and shall not be taken into account in its
          construction or interpretation

4.   DEMISE

     The Landlord demises to the Tenant the Premises TOGETHER WITH the rights
     and easements specified in the first part of the First Schedule EXCEPTING
     AND RESERVING to the Landlord and all those entitled to like rights the
     rights specified in the second part of the First Schedule TO HOLD the
     Premises to the Tenant for the Term SUBJECT to all rights easements
     privileges restrictions covenants and stipulations of whatever nature now
     affecting the Premises (but excluding any such matters contained in any
     legal charge or other security document) YIELDING AND PAYING to the
     Landlord

     4.1  The Rent payable without any deduction by equal quarterly payments in
          advance on the usual quarter days in every year and proportionately
          for any period of less than a year the first such payment being a
          proportionate sum in respect of the period from the Rent Commencement
          Date to and including the   day of                              2000

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

5.   THE TENANT'S COVENANTS

     The Tenant covenants with the Landlord:

     5.1  Rent and Service Charges

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

          5.1.2  to make such payments by banker's order to any bank and account
                 in the United Kingdom that the Landlord may from time to time
                 nominate

          5.1.3  to pay the service charge calculated in accordance with the
                 Third Schedule hereto on the dates stated there

     5.2  Outgoings and VAT

     To pay and to indemnify the Landlord against:

          5.2.1  all rates taxes assessments duties charges impositions and
                 outgoings which are now or during the Term shall be charged
                 assessed or imposed upon the Premises or upon the owner or
                 occupier of them excluding any payable by the Landlord
                 occasioned by receipt of the rents or by any disposition of
                 dealing with or ownership of any interest reversionary to the
                 interest created by this Lease and if the Landlord shall suffer
                 any loss of rating relief which may be applicable to empty
                 premises after the end of the Term by reason of such relief
                 being allowed to the Tenant in respect of any period before the
                 end of the Term to make good such loss to the Landlord and
          5.2.2  VAT (or any tax of a similar nature that may be substituted for
                 it or levied in addition to it) chargeable in respect of any
                 payment made by the Tenant under any of the terms of or in
                 connection with this Lease or in respect of any payment made by
                 the Landlord where the tenant agrees in this Lease to reimburse
                 the Landlord for such payment and in respect of which the
                 Landlord cannot obtain credit from the Revenue Authorities

     5.3  Electricity, Gas and other services consumed

          To pay the suppliers and to indemnify the Landlord against all charges
          for electricity gas water and other services consumed or used at or in
          relation to the Premises (including meter rents)

     5.4  Repair, cleaning, decoration etc

          5.4.1  From time to time and at all times to repair and if necessary
                 rebuild the Premises and keep them in good and substantial
                 repair excepting damage caused by an Insured Risk other than
                 where and to the extent that the insurance money is irrevocable
                 in consequence of any act or default of and under the Tenant's
                 control

          5.4.2  To replace from time to time the Landlord's fixtures and
                 fittings forming part of the Premises which may be or become
                 beyond repair at any time during or at the expiration of the
                 Term

          5.4.3  To keep the Premises in a clean and tidy condition and to clean
                 the glass of all windows comprised in the Premises both inside
                 and out at leaser once in every month of the Term

          5.4.4  To decorate the Premises when specified below on each occasion
                 using the type of finish used previously all painting to be
                 with at least two coats of good quality paint and all wallpaper
                 and wall coverings to be of good quality:


                 5.4.4.1   The exterior of the Premises during every third year
                           of the Term

                 5.4.4.2   The interior of the Premises including all internal
                           steel work in every sic year of the term

                 5.4.4.3   In addition the whole of the property during the last
                           year of the Term (howsoever determined) and on such
                           occasion the colour of any paint and the pattern of
                           any wallpaper or wall covering must be approved in
                           advance by the Landlord

          5.4.5   Where the use of Pipes boundary structures or other things is
                  common to the Premises and other property to be responsible
                  for and to indemnify the Landlord against all sums due from
                  and to undertake all work that is the responsibility of the
                  owner lessee or occupier of the Premises in relation to those
                  Pipes or other things

     5.5 Waste and Alterations

          5.5.1     Not to:

                  5.5.1.1  commit any waste

                  5.5.1.2   make any addition to the Premises

                  5.5.1.3   unite the Premises with any adjoining premises

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

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

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

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

                  5.5.2.3   paying the fees of the Landlord an mortgagee and
                            their respective professional advisers and

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

          5.5.3   Subject to the provisions of clause 5.5.2 not to make any
                  internal nonstructural alterations to the Premises without the
                  consent of the Landlord such consent not to be unreasonably
                  withheld or delayed

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

          5.5.5   Not to make connection with the Pipes that serve the Premises
                  otherwise than in accordance with plans and specifications
                  approved by the Landlord such approval not to be unreasonably
                  withheld or delayed subject to consent to make such connection
                  having previously been obtained from the competent statutory
                  authority or undertaker where appropriate

     5.6  Aerials, Signs and Advertisements

          5.6.1     Not to erect any pole mast or wire (whether in connection
                    with telegraphic telephonic radio or television
                    communication or otherwise) upon the Premises

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

     5.7  Statutory Obligations

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

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

     5.8  Access of Landlord and Notice to Repair

          5.8.1     To permit the Landlord at all reasonable times upon giving
                    not more than three days notice in writing

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

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

                    5.8.1.3  to give the Tenant (or leave upon the Premises) a
                             notice specifying any repairs cleaning maintenance
                             or painting that the Tenant has failed to execute
                             in breach of the terms of this Lease and to request
                             the Tenant to execute the same including the
                             making Good of such opening-up (if any) if any
                             such opening-up reveals a breach of the terms of
                             this Lease

     5.8.2   Immediately to repair cleanse maintain and paint the Premises as
             required by such notice

     5.8.3   If within two months of the service of such a notice the Tenant
             shall not have commenced and be proceeding diligently with the
             execution of the work referred to in the notice or shall fail to
             complete the work within three months or if in the Landlord's
             Surveyor's reasonable opinion the Tenant is unlikely to have
             completed the work within such period to permit the Landlord to
             enter the Premises to execute such work as may be necessary to
             comply with the notice and to pay to the Landlord the reasonable
             and proper cost of so doing and all expenses incurred by the
             Landlord (including legal costs and surveyor's fees) within 14 days
             of written demand

     5.9  Alienation

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


          5.9.2  Not to assign or charge part only of the Premises and not to
                 underlet the whole of the Premises

          5.9.3  Not to assign or charge the whole of the Premises without the
                 prior consent of the Landlord such consent not to be
                 unreasonably withheld or delayed

          5.9.4  Not to underlet part only of the Premises without first having
                 obtained the prior consent of the Landlord (such consent not to
                 be unreasonably withheld or delayed) subject to the provisions
                 of clauses 5.9.8 to 5.9.13 hereof

          5.9.5  Prior to any permitted assignment to procure that the assignee
                 enters into direct covenants with the Landlord to perform and
                 observe all the Tenant's covenants and all other provisions
                 during the residue of the Term


          5.9.6  On a permitted assignment to a limited company and if the
                 Landlord shall so reasonably require to procure that at least
                 two directors of the company or some other guarantor or
                 guarantors reasonably acceptable to the Landlord enter into
                 direct covenants with the Landlord in the form of the
                 Guarantor's covenants contained in this Lease with "the
                 Assignee' substituted for "the Tenant"

          5.9.7  Prior to the completion of a permitted assignment to execute
                 and deliver to the Landlord a Deed of Guarantee (being an
                 Authorised Guarantee Agreement within Section 16 of the
                 Landlord and Tenant (Covenants) Act 1995) in a form reasonably
                 required by the Landlord

          5.9.8  That each and every permitted underlease shall be granted
                 without any fine or premium at a rent not less
                 (proportionately) than the then open market rental value of the
                 premises such rent being payable in advance on the days on
                 which Rent is payable under this Lease and shall contain
                 provisions reasonably approved by the Landlords:

                 5.9.8.1   prohibiting the undertenant from doing or allowing
                           any act or thing in relation to The underlet
                           premises inconsistent with or in breach of the
                           provisions of this Lease

                 5.9.8.2   for re-entry by the underlandlord on breach of any
                           covenant by the undertenant

                 5.9.8.3   imposing an absolute prohibition against all
                           disposition of or other dealings whatever with the
                           Premises other than an assignment underletting or
                           charge of the whole

                 5.9.8.4   prohibiting any assignment underletting or charge of
                           the whole without the prior Consent of the Landlord
                           under this Lease

                 5.9.8.5   prohibiting the undertenant from permitting another
                           to occupy the whole or any Part of the Premises other
                           than in accordance with the terms of the above sub-
                           clauses

                 5.9.8.6   imposing in relation to any permitted assignment
                           underletting or charge the same obligations for
                           registration with the Landlord as are contained in
                           this Lease in relation to dispositions by the Tenant
                           and

                 5.9.8.7   imposing in relation to any permitted underletting
                           the same obligations as are contained in clauses
                           5.9.8, 5.9.9, 5.9.10, 5.9.11, 5.9.13

                 5.9.8.8   incorporating a Break Clause in the terms of clause
                           9.9 of this Lease

                 5.9.8.9   Prior to any permitted underletting to procure that
                           the undertenant enters into direct covenants with the
                           Landlord to the like effect as those contained in
                           Clauses 5.9.8, 5.9.9, 5.9.10, 5.9.11 and 5.9.13

     5.9.9  To enforce the performance and observe by every such undertenant of
            the provisions of the underlease and not at any time either
            expressly or by implication to waive any breach of the covenants or
            conditions on the part of any undertenant or assignee of any
            underlease not (without the consent of the Landlord such consent not
            to be unreasonably withheld or delayed) vary the terms of any
            permitted underlease 5.9.10    in relation to any permitted
            underlease if the rent is to be reviewed:

                  5.9.11.1  to ensure that the rent is reviewed in accordance
                            with the terms of the uderlease

                  5.9.11.2  to give notice to the Landlord of the details of the
                            determination of every rent review within 28 days

                  5.9.11.3  not to agree to reviewed rent with undertenant
                            without the approval of the Landlord

                  5.9.11.4  where the underlease so provides not to agree that
                            the third party determining the rent in default of
                            agreement shall act as an arbitrator or as an expert
                            without the approval of the Landlord

                  5.9.11.5  not to agree upon the appointment of a person to act
                            as the third party determining the rent in default
                            of agreement without the approval of the Landlord

                  5.9.11.6  incorporate as part of its submissions or
                            representations to the third party such submissions
                            or representations of the Landlord shall require

          5.9.12  Each every permitted underlease of part or parts of the
                  Premises shall contain a provision excluding the provisions of
                  Section 24-28 of the Landlord and Tenant Act 1954 Part II

          5.9.13  With 28 days of any assignment charge underlease or sub-
                  underlease or any transmission or other devolution relating to
                  the Premises to produce for registration with the Landlord's
                  solicitor such deed or document or a certified copy of it and
                  to pay the Landlord's solicitor's reasonable charges for the
                  registration of every such document such charges not being
                  less than £20 (twenty pounds)

     5.10  Nuisance etc and Residential Restricitons

           5.10.1    Not to do nor allow to remain upon the Premises anything
                     which may be or become or cause a nuisance annoyance
                     disturbance inconvenience injury or damage to the
                     Landlord or its tenants or the owners or occupiers of
                     adjacent or neighbouring premises

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

           5.10.3    Not to keep any animal fish reptile or bird anywhere on the
                     Premises

     5.11  Payment of Proportion of Expenses

           To pay on demand to the Landlord or to whomsoever it may direct a
           fair proportion (to be assessed by the Landlord's surveyor whose
           decision shall be final except in the case of manifest error) of
           the costs (including surveyors managing agents and other professional
           fees) of repairing maintaining and replacing all party walls fences
           roofs and gutters and all sewers drains wires and cables which serve
           the Premises in common with other premises

     5.12  Landlord's Costs

           To pay to the Landlord on an indemnity basis all costs fees charges
           disbursements and expenses (including without prejudice to the
           generality of the above those payable to counsel solicitors surveyors
           and bailiffs) properly and reasonably incurred by the Landlord in
           relation to or incidental to:

           5.12.1  every application made by the Tenant for a consent or license
                   required by the provisions of this Lease whether such consent
                   or license is granted or refused or proffered subject to any
                   lawful qualification or condition or whether the application
                   is withdrawn unless such refusal qualification or condition
                   is unlawful whether because it is unreasonable or otherwise

           5.12.2  the preparation and service of a notice under the Law of
                   Property Act 1925 Section 146 or incurred by or in
                   contemplation of proceedings under Sections 146 or 147 of
                   that Act notwithstanding that forfeiture is avoided otherwise
                   than by relief granted by the court

           5.12.3  the recovery or attempted recovery of arrears of rent or
                   other sums properly due from the Tenant and

           5.12.4  any steps taken in contemplation of or in direct connection
                   with the preparation and service of a schedule of
                   dilapidation during op within 3 months after the expiration
                   of the Term

5.13 The Planning Acts

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

           5.13.2  At the expense of the Tenant to obtain all planning
                   permissions and to serve all such notices as may be required
                   for the carrying out of any operations or user on the
                   Premises by the Tenant which may constitute Development
                   provided that no application for planning permission shall be
                   made without the previous consent of the Landlord

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

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

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

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

                   5.13.4.3  the Landlord has acknowledged that every necessary
                             planning permission is acceptable to it such
                             acknowledgement not to be unreasonably withheld or
                             delayed the Landlord being entitled to refuse to
                             acknowledge its acceptance of a planing permission
                             on the grounds that any condition contained in it
                             or anything omitted from it or the period referred
                             to in it would in the reasonable opinion of the
                             Surveyor be (or be likely to be) prejudicial to the
                             Landlord s interest   in the Premises whether
                             during or following the expiration of the Term

          5.13.5   Unless the Landlord shall otherwise direct to carry out and
                   complete before the expiration of the Term

                   5.13.5.1  any works stipulated to be carried out to the
                             Premises by a date subsequent to such expiration as
                             a condition of any planning permission granted at
                             the request of the Tenant and implemented by it for
                             any Development begun before the expiration of the
                             Term and

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

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

          5.13.7   It reasonably required of the Landlord but at the cost of the
                   Landlord to appeal against any refusal of planning permission
                   or the imposition of any conditions on a planning permission
                   relating to the Premises following an application by the
                   Tenant

5.14    Plans Documents and Information

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


5.15    Indemnities

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

                   15.15.1 Any act or omission of the Tenant or any persons at
                           the Premises expressly or Impliedly with the Tenant's
                           authority and under the Tenant's control or

                   15.15.2 any breach or non-observance by the Tenant of the
                           covenants conditions or other provision of this Lease
                           or any of the matters to which this demise is subject

5.16    Reletting Boards

        To permit the Landlord at any time during the last 6 months of the
        contractual term and at any time thereafter unless the Tenant shall
        have made a valid court application under Section 24 of the 1954 Act or
        otherwise be entitled in law to remain in occupation or to a new tenancy
        of the Premises (or sooner if the rents or any part of them shall be in
        arrear and unpaid for longer than 28 days) to enter upon the Premises
        and affix and retain on a suitable part of the Premises a notice for
        reletting the Premises and during such period to permit persons with
        the written authority of the Landlord or its agents at reasonable times
        of the day to view the Premises

5.17    Encroachments

        5.17.1  Not to stop up darken or obstruct any windows or light belonging
                to any other building on the Estate

        5.17.2  To take all reasonable steps to prevent any new window light
                opening doorway path passage pipe or other encroachment or
                easement being made or acquired in against out of or upon the
                Premises and to notify the Landlord immediately if any such
                encroachment or easement shall be made or acquired (or attempted
                to be made or acquired) and at the request and cost of the
                Landlord to adopt such means as shall reasonably be required to
                prevent such encroachment or the acquisition of any such
                easement

5.18    Yield Up

        At the expiration of the Term

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

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

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

5.19    Interest on Arrears

        5.19.1  If the Tenant shall fail to pay the Rents or any other sum due
                under this Lease within 14 days of the date due whether formally
                demanded or not (save for Rent or any other sum the amount of
                which was tote notified by the Landlord who has failed to do
                so) the Tenant shall pay to the Landlord Interest (compounded on
                each quarter day) on the Rents or other sum from the date when
                they were due to the date on which they are paid and such
                Interest shall be deemed to be rents due to the Landlord

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

5.20     Statutory Notices etc

         To give full particulars to the Landlord of any notice direction order
         or proposal for the Premises made given or issued to the Tenant by any
         local or public authority within 14 days of receipt and if so required
         by the Landlord to produce it to the Landlord and without delay to take
         all  necessary steps to comply with the notice direction or order of
         the Landlord to make or join with the Landlord at the joint expense of
         the Landlord and the Tenant in making such objection or representation
         against or in respect of any notice direction order or proposal as the
         Landlord shall reasonably deem necessary

5.21     Keyholders

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

5.22     Sale of Reversion etc

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

5.23     Defective Premises

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

5.24     New Guarantor

         Within 14 days of the death during the Term of any Guarantor or of such
         person becoming bankrupt or having a receiving order made against him
         or having a receiver appointed under the Mental Health Act 1983 or
         being a company passing a resolution to wind up or entering into
         liquidation or having a receiver appointed to give notice of this to
         the Landlord and if so required by the Landlord at the expense of the
         Tenant within 28 days to procure some other person acceptable to the
         Landlord such acceptance not to be unreasonably withheld to execute a
         guarantee in respect of the Tenant s obligations contained in this
         Lease in the form of the Guarantor s covenants contained in this Lease

5.25     Landlord s Rights

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

5.26     User
                   5.26.1   To use the Premises for the Permitted User only

                   5 26 2   Not to use or permit to be used the Premises or
                            any part thereof for any illegal or immoral
                            purpose or in a manner which in the reasonable
                            opinion of the Landlord (which the Tenant agrees to
                            accept without dispute) is or may become a nuisance
                            or annoyance or disturbance to the Landlord or the
                            owner or occupier of any neighbouring premises

                   5.26.3   Not to bring into the Premises anything of an
                            explosive or inflammable nature

                   5.26.4     Not to hold an auction sale on the Premises nor
                              allow anyone else to do so

                   5.26.5     Not to allow any materials manufactured or part
                              manufactured goods tools machinery unroadworthy
                              vehicles pallets packaging waste or rubbish to be
                              stored in or left on any open land which is part
                              of the Premises

5.27    Ceiling and Floor Loading

                    5.27.1    Not to bring or permit to remain upon the Premises
                              any safes machinery goods or other articles which
                              shall or may strain or damage the Premises or any
                              part of them

                    5.27.2    Not without the consent of the Landlord to suspend
                              anything from the ceiling of the Premises

                    5.27.3    On any application by the Tenant for the Landlords
                              consent under paragraph

                    5.27.2    the Landlord may consult and obtain the advice of
                              an engineer or other person in relation to the
                              loading proposed by the Tenant and the Tenant
                              shall repay to the Landlord on demand the fees of
                              such engineer or other person

5.28 Contamination

      (a) The Tenant shall carry out all necessary works to remedy any
          contamination at the Premises which is required under any legislation
          in force from time to time during the Term or by order of any
          government regulatory or administrative authority resulting from acts
          or omissions by the Tenant its employees or agents at the Premises

      (b) The Tenant shall:-

               (i)  indemnify the Landlord against all liability costs expenses
                    loss or damage (including but not limited to clean up costs
                    remediation costs legal and environmental consultancy
                    expenses) arising from contamination at the Premises
                    resulting from acts or omissions by the Tenant its employees
                    or agents at the Premises

               (ii) indemnify the Landlord against any liability for claims from
                    third parties or from any government regulatory or
                    administrative authority resulting from contamination at or
                    released from the Premises resulting from acts or omissions
                    by the Tenant its employees or agents at the Premises

             (iii)  indemnify the Landlord against liabilities arising out of or
                    in connection with any breach liability or violation of any
                    environmental law by the Tenant its employees or agents at
                    the Premises

(c)    In this clause "environmental law" means all laws regulations codes of
       practice circulars guidance notes and the like (whether in the United
       Kingdom or elsewhere) concerning the protection of human health or the
       environment or the condition of the workplace or the general
       transportation storage treatment or disposal of any dangerous substance
       and "dangerous substance" means any natural or artificial substance
       (whether in solid or liquid form or in the form of a gas or vapour
       and whether alone or in combination with any other substances) capable of
       causing harm to man or other living organism supported by the environment
       or of damaging the 2 environment or public health or welfare including
       but not limited to any controlled special hazardous toxic or dangerous
       waste

     2.   THE LANDLORD S COVENANTS
     The Landlord covenants with the Tenant:

6.1  Quiet Enjoyment

          To permit the Tenant peaceably and quietly to- hold and enjoy the
Premises without any interruption or disturbance from or by the Landlord or any
person claiming under or in trust for the Landlord or by title paramount

6.2       To maintain to the reasonable satisfaction of the Tenant the
landscaping areas on the retained land the roadway edged blue on the plan the
signage the sprinkler system all other areas over which the Tenant has a right
of way any Pipes which are used by the Premises in common with any part of the
retained land and if thought reasonably necessary by the Landlord a security
system

6.3      To empty the septic tank serving the Premises when thought reasonably
necessary by the Landlord

     3.   INSURANCE

7.1  Landlord to Insure

     The Landlord covenants with the Tenant to insure the Premises in the name
of the Landlord and have the interest of the Tenant noted therein and such other
persons as the Landlord may reasonably require unless such insurance shall be
vitiated by any act of the Tenant or by anyone at the Premises expressly or by
implication with the Tenant s authority and under the Tenant's control

7. 2          Details of the Insurance

     Insurance shall be effected:


          7.2.1     in such substantial and reputable insurance office or with
                    such underwriters and through such agency as the Landlord
                    may from time to time reasonably decide

          7.2.2     for the following sums:

                    7.2.2.1   such reasonable sum as the Landlord shall from
                    time to time be advised by the Surveyor as being the full
                    cost of rebuilding and reinstatement including architects
                    surveyors and other professional fees fee payable upon any
                    application for planning permission or other permits or
                    consents that may be required in relation to the rebuilding
                    or reinstatement of the Premises the cost of debris removal
                    demolition site clearance any works that may be required by
                    Statute and incidental expenses and

                    7.2.2.2   the loss of Rent payable under this Lease from
                    time to time for three years
          7.2.3     against damage or destruction by the Insured Risks to the
                    extent that such insurance may ordinarily be arranged for
                    properties such as the Premises with an insurer of repute
                    and subject to such excesses exclusions or limitations as
                    the insurers may require

7.3  Payment of Insurance Rent

          The Tenant shall pay the Insurance Rent on the date of this Lease for
the period from and including the Rent Commencement Date to the day before the
next policy renewal date and subsequently the Tenant shall pay the Insurance
Rent within fourteen days of a demand and (if so demanded) in advance but not
more than one month in advance of the policy renewal date

7.4  Suspension of Rent

     7.4.1     If and whenever during the Term:

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

                     7.4.1.2   payment of the insurance money is not refused in
                     whole or in part by reason of any act or default of the
                     Tenant or anyone at the Premises expressly or by
                     implication with the Tenant s authority and under the
                     Tenant s control the following provisions of this clause
                     shall have effect

          7.4.2     When the circumstances contemplated in clause 7.4.1 arise
          the Rent or a fair proportion of the Rent according to the nature and
          the extent of the damage sustained shall cease to be payable
          until the Premises or the affected part shall have been rebuilt or
          reinstated so that the Premises or the affected part are made fit for
          occupation or use or until the expiration of three years from
          the destruction or damage whichever period is the shorter (the amount
          of such proportion and the period during which the Rent shall cease
          to be payable to be determined by the Surveyor acting
          as an expert and not as an arbitrator whose decision shall be final
          and binding save in the case of manifest error)

     7.5 Reinstatement and Termination if Prevented

7.5.1    If and whenever during the Term:

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

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

          7.5.2     Subject to the provisions of clauses 7.5.3 and 75.4 the
          Landlord shall as soon as the Permissions have been obtained or
          immediately where no Permissions are required apply all money received
          in respect of such insurance (except sums in respect of loss of Rent)
          in rebuilding or reinstating the Premises so destroyed or damaged

          7.5.3    For the purposes of this clause the expression 'Supervening
          Events  means:

              7.5.3.1  the Landlord has failed despite using its reasonable
              endeavour to obtain the Permissions

              7.5.3.2  any of the Permissions have been granted subject to
              lawful condition with which it would be impossible for (or in all
              the circumstances it would be unreasonable to expect) the
              Landlord to comply

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

              7.5.3.4  the Landlord is unable to obtain access to- the site for
              the purposes of rebuilding or reinstating

              7.5.3.5  any other circumstances beyond the control of the
              Landlord

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

     7.5.5    If upon the expiry of a period of three years commencing
     on the date of the damage or destruction the Premises have not
     been rebuilt or reinstated so as to be fit for the Tenant's
     occupation and use:

              7.5.5.1   the Term will absolutely cease but without prejudice to
              any rights or remedies that may have accrued to either party
              against the other.

              7.5.5.2   all monies received in respect of the insurance effected
              by the Landlord pursuant to this Clause shall belong to the
              Landlord

    7.6 Tenant s Insurance Covenants

                   The Tenant covenants with the Landlord;

    7.6.1     to comply with all the reasonable requirements and recommendations
              of the insurers notified to the Tenant

    7.6.2     not to do or omit anything that could cause any policy of
              insurance of or in relation to the Premises to become void or
              voidable wholly or in part and not (unless the Tenant shall have
              previously notified the Landlord and has agreed to pay the
              increased premium) to do anything by which additional insurance
              premiums may become payable

    7.6.3     to keep the Premises supplied with such fire fighting equipment as
              the insurers and the fire authority may require or as the Landlord
              may reasonably require and to maintain such equipment
              to their satisfaction and in efficient working order and at least
              once in every 6 months to cause any sprinkler system and other
              fire fighting equipment to be inspected by a competent person

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

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

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

    7.6.7     immediately to inform the Landlord in writing of any conviction
              judgment or finding of any court or tribunal relating to the
              Tenant of such a nature as to be likely to affect the decision of
              any insurer or underwriter to grant or to continue any such
              insurance

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

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

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

              7.6.9.2   to pay to the Landlord on demand with Interest the
              amount of such insurance money so irrecoverable in which event the
              provisions of clause 7.4 and 7.5 shall apply

              7.6.9.3   to pay on demand (but not more than once every 12
              months) the cost of insurance valuation of the Premises

     7.7 Landlord s Insurance Covenants

         The Landlord covenants with the Tenant in relation to the policy of
insurance effected by the Landlord pursuant to its obligations contained in this
Lease 7.7.1 to produce to the Tenant on demand (but not more than once in any
year of the Term) a copy of the policy and the last premium renewal receipt or
reasonable evidence of the terms of the policy and the fact that the last
premium has been paid

          7.7.2     to procure that the interest of the Tenant is noted or
                    indorsed on the policy

          7.7.3     to notify the Tenant of any material change in the risks
                    covered by the policy from time to time and

          7.7.4     to produce to the Tenant on demand written confirmation from
                    the insurers that they have agreed to waive all rights of
                    subrogation against the Tenant

     8.  THE GUARANTOR S COVENANTS

The Guarantor (if any) covenants with the person named in clause 1.1.1 and
without the need for any express assignment with all its successors in title
that:

          8.1  To Pay Observe and Perform

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

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

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

     8.1.3    that the Tenant shall have surrendered part of the premises in
     which event the liability of the Guarantor under this Lease shall continue
     in respect of the part of the Premises not so surrendered
     after making any necessary apportionments under the Law of Property Act
     1925 Section 140 and

     8.1.4    any other act or thing by which but for this .provision the
     Guarantor would have been released

     8.2 To take Lease following Disclaimer

If at any time during the Term the Tenant (being an individual) shall become
bankrupt or (being a company) shall enter into liquidation and the trustee in
bankruptcy or liquidator shall disclaim this Lease the Guarantor shall if the
Landlord shall by notice within 60 days after such disclaimer so require take
from the Landlord a Lease of the Premises for the residue of the Contractual
Term which would have remained had there been no disclaimer at the Rents then
being paid under this Lease and subject to the same covenants and terms as in
this Lease (except that the Guarantor shall not be required to procure that any
other person is made a party to that Lease as guarantor) such new lease to take
effect from the date of such disclaimer and in such case the Guarantor shall
pay the costs of such new Lease and execute and deliver to the Landlord a
counterpart of it

    8.3 To make Payments following Disclaimer

If this Lease shall be disclaimed and for any reason the Landlord does not
require the Guarantor to accept a new lease of the Premises in accordance with
clause 8.2 the Guarantor shall pay to the Landlord on demand an amount equal to
the difference between any money received by the Landlord for the use or
occupation of the Premises and the Rents in both cases for the period
commencing with the date of such disclaimer and ending on whichever is the
earlier of the following dates:

        8.3.1    the date 6 months after such disclaimer and

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

9.  PROVISOS

     9.1 Re-Entry
     If and whenever during the Term;

         9.1.1    the Rents (or any of them or any part of them) under this
         Lease are outstanding for 21 days after becoming due whether formally
         demanded or not (except in the case of Insurance Rent) or

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

         9.1.3    an individual Tenant becomes bankrupt or

         9.1.4    a company Tenant or the Guarantor

                  9.1.4.1    enters into liquidation whether compulsory or
                  voluntary (but not if the liquidation is for amalgamation or
                  reconstruction of a solvent company) or Administration Order
                  made against it

         9.1.5     the Tenant enters into an arrangement for the benefit of it
         is creditors

         or

         9.1.6    the Tenant has any distress or execution levied on its goods
         the Landlord may re-enter the Premises (or any part of them in the name
         of the whole) at any time (and even if any previous right of re-entry
         has been waived) and then the Term will absolutely cease but without
         prejudice to any rights or remedies which may have accrued to the
         Landlord against the Tenant or the Guarantor or to the Tenant against
         the Landlord in respect of any breach of covenant or other
         term of Lease (including the breach in respect of which the re-entry
         is made) shall be lawful for the Landlord into and upon the Premises or
         any part thereof to enter and distrain and the distress or distresses
         there found to dispose of in due course of the law and to apply the
         proceeds therein in or towards payment of Rent in arrear and all cost
         charges and expenses incurred by the non-payment thereof and so that
         the power of the Landlord to distrain upon the Premises for rent in
         arrear shall extend to and include any tenants fixtures and fittings
         not otherwise by law distrainable which may from time to time be
         thereon and be without prejudice to all other rights and remedies
         available

9.2      Exclusion and use Warranty
Nothing in this Lease or in any consent granted by the Landlord under this Lease
shall imply or warrant that the Premises may lawfully be used under the Planning
Acts for the purpose authorised in this Lease (or any purpose subsequently
authorised)

9.3 Entire Understanding

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

9.4 Representations

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

9.5 Licences etc Under Hand

Whilst the Landlord is a limited company or other corporation all licences
consents approvals and notices required to be given by the Landlord shall be
sufficiently given if given under the hand of a director the secretary or other
duly authorised officer of the Landlord or the Surveyor on behalf of the
Landlord

9.6 Tenant s Property

If after the Tenant has vacated the Premises on the expiry of the Term any
property of the Tenant remains in or on the Premises and the Tenant fails to
remove it within 14 days after being requested in writing by the Landlord to do
so or if after using its best endeavour the Landlord is unable to make such a
request to the Tenant within 21 days from the first attempt so made by the
Landlord:

    9.6.1    the Landlord may as the agent of the Tenant sell such property and
    the Tenant will indemnify the Landlord against any liability incurred by it
    to any third party whose property shall have been sold by the Landlord in
    the mistaken belief held in good faith (which shall be presumed unless the
    contrary be proved) that such property belonged to the Tenant

    9.6.2    if the Landlord having made reasonable efforts is unable to locate
    the Tenant the Landlord shall be entitled to retain such proceeds of sale
    absolutely unless the Tenant shall claim them within 6 months of the date
    upon which the Tenant vacated the Premises and
    9.6.3    the Tenant shall indemnify the Landlord against any damage
    occasioned on the Premises and any actions claims proceedings costs expenses
    and demands made against the Landlord caused by or related to the presence
    of the property or on the Premises

9.7 Compensation on Vacating

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

9.8 Service of Notices

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

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

     9.8.2    any notice or document shall also be sufficiently served if sent
     by telephonic facsimile transmission or any other means of electronic
     transmission to the party to be served and that service shall be deemed to
     be made on the day of transmission if transmitted before 4pm on
     a Working Day but otherwise on the next following Working Day (as defined
     above) and in this clause party  includes the Guarantor

     9.8.4    in the event that the Tenant or the Guarantor is a limited company
     any notice to be served on the Tenant or on the Guarantor shall be sent to
     its registered office

9.9 Tenant  Break Clause

If the Tenant wishes to determine this Lease at the end of the tenth year of the
Term and shall give to the Landlord not less than six months notice in writing
and shall up to the date of expiry of such notice have paid the Rents reserved
by and substantially observed the tenant s covenants contained in this Lease
then upon the expiry of such notice the Term shall immediately cease
and determine but without prejudice to the respective rights of either parties
in respect of any antecedent claim for breach of covenant subject to the
following:

     9.9.1    If the Tenant shall exercise the right to determine this Lease
              referred to above the Tenant shall on service of such notice pay
              to the landlord a sum equivalent to six months Rent at the time
              when such notice is served

    9.9.2     The Landlord will use its best endeavours to re-let the Premises
              on such termination of the Term and if it is able to do so it will
              forthwith on completion of such new Lease repay to the Tenant a
              sum of money which shall be calculated by the following formula:

-


               RxP

               183
               where R = the six months rent paid by the Tenant
               P = the number of days from the commencement of such new Lease
               to the expiry of 183 days after the determination of this Lease

     9.9.3     For the purposes of this clause time shall be of the essence

9.10     Arbitration

Any disputed matter referred to arbitration under this Lease is to be decided by
arbitration under Part of the Arbitration Act 1996 by a single arbitrator
appointed by the parties to the dispute. If they do not agree on that
appointment the then President of the Royal Institution of Chartered surveyors
may appoint the arbitrator at the request of either party.

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

Executed as a Deed by HARVING    )
LIMITED acting                   )
by two Directors/A Director      )
and the Secretary                )

                                 Director

[on counterpart only]            Director/Secretary


Executed as a Deed by                  )
Limited                                )
acting by two Directors/A Director     )
and the Secretary                      )

                                 Director

                                 Director/Secretary


                              The Premises


ALL THOSE premises situate at and known as Unit 9, Kemble Business Park,
Malmesbury, Wiltshire shown (for the purposes of identification only) edged red
on the plan attached hereto or which premises form part of the land registered
at HM Land registry under Title No. WT17735

      1.1    any Pipes that are in or on and that exclusively serve the Premises

      1.2    all additions and improvements to the Premises

      1.3    all Landlord s fixtures and fittings of every kind which shall
             from time to time be in or upon the Premises (whether originally
             fixed or fastened to or upon the Premises or otherwise) except such
             fixtures installed by. the Tenant that can be removed from the
             Premises without permanently defacing the Premises


                              FIRST PART

                            Rights Granted


1.   A right of way together with the Tenant s servants and licensees with or
     without vehicles at all times and for all purposes connected with the use
     and enjoyment of the Premises for the permitted use over the area edged
     blue on the plan

2.   To enjoy free and uninterrupted passage and running of water electricity
     gas telephone foul effluent or surface water and other services to and from
     the property through the Pipes which are now or may at any time during
     the Term be in under or passing through the remainder of the Landlord s
     Kemble Business Park Estate shown edged green and brown on the plan ('the
     retained land ) subject to payment of a fair proportion of the cost of
     repairing maintaining and renewing the same [NB This clause to be
     clarified]

3.   With workmen and others at all reasonable times on notice (except in the
     case of emergency) to enter upon the retained land for the purpose of
     repairing cleansing and maintaining or renewing any buildings on or any
     such Pipes serving the Premises subject to making good any damage caused



                                 SECOND PART

                               Rights Reserved

There shall be excepted and reserved to the Landlord and the Landlord s
successors in title the owners and occupiers for the time being of the retained
land the following rights:


1.   To enjoy free and uninterrupted passage and running of water electricity
     gas telephone foul effluent or surface water and other services to and from
     the retained land through all pipes which are now or may at any time
     during the lease period be in under or passing through the Premises subject
     to payment of a fair proportion of the cost or repairing maintaining and
     renewing the same

2.   With workmen and others at all reasonable times on notice (except in the
     case of emergency) to enter upon the Premises for the purpose of repairing
     cleansing and maintaining or renewing the retained land and any
     buildings on the retained land or any such pipes serving the retained land
     subject to making good any damage caused

3.   To connect into any water supply pipe running under the Premises and to
     take water therefrom subject to the Landlord installing a water meter and
     making payment on demand to the Tenant or the water supply company for the
     costs of water used

4.   A right of way with or without vehicles over the land hatched red on the
     plan



                               SECOND SCHEDULE

                            Rent Review Provision


In this Clause:

1.1.     "The Review Date" means the................day of.................2005,
         the..................day of.............20l0 and the...............day
         of..........20l5 as the case may be

1.2      "The Market Rack Rent" means the full yearly rack rent (at the rate
         payable following the expiry of any rent free period or periods at a
         concessionary rent which would reasonably be allowed by a willing
         lessor to a lessee for the purposes of fitting out in the open market
         on the Review Date) payable quarterly in advance without deduction or
         reduction on the usual quarter days exclusive of all outgoings at which
         the demised premises might reasonably be expected to be let at the
         Review Date for a term of equal to the longer of the unexpired residue
         of the term hereby created as at the relevant Review Date and ten years
         commencing on the relevant Review Date with vacant possession for
         immediate beneficial occupation and use by a willing lessor to a
         willing lessee on the open market without payment of any fine or
         premium on the assumption (if not a fact) that the use permitted by
         Clause 1.7 is for the purposes of the Planning Acts lawful
         unconditional and not personal and that the Premises are at the
         relevant Review Date fit for immediate beneficial occupation and use in
         good and substantial repair and in such a state and condition
         in all respect as to show full compliance with all the Tenant's
         obligations hereunder in that regard and that no work has been carried
         out thereon by the Tenant or any sub-tenant or any occupier of by their
         respective predecessors in title during or prior to the commencement of
         the Term which has diminished the rental value of the Premises and that
         if the Premises or any part thereof have been destroyed or damaged they
         have been fully restored and that all VAT (if any) payable by any
         willing lessee and its successors in title and any prospective
         sub-tenant is recoverable by such willing lessee and any
         prospective sub-tenant in full from H M Customs and Excise but
         disregarding any effect on the rental value of:


         1.2.1      the fact that the Tenant or any sub-tenant or their
                    respective predecessors in title have been in occupation of
                    the Premises

         1.2.2      any goodwill attached to the Premises by reason of the
                    carrying on there of the business of the Tenant any
                    sub-tenant or their predecessor in their respective
                    businesses

         1 2.3      any works carried out (otherwise than in pursuance of an
                    obligation to the Landlord or at the Landlords expense or in
                    respect of which compensation is payable under the Landlord
                    & Tenant Act 1927) with the consent of the Landlord (so far
                    as required hereunder) during the Term by the Tenant or any
                    sub-tenant


         1.2.4      any statute which has the effect of rendering irrecoverable
                    regulating or restricting the amount of rent which might
                    otherwise be payable but otherwise upon terms and subject to
                    covenants agreements stipulations apd conditions similar to
                    those herein contained except as to the amount of the Rent
                    including similar provisions for review thereof other than
                    the assumption relating to the recoverability of any VAT
                    payable by ~ny willing lessee and its successors in title or
                    any prospective sub-tenant

         2.1.1      If the Market Rack Rent as at the relevant Review Date shall
                    not have been agreed in writing between the Landlord and the
                    Tenant by a date two months prior to the Review Date then
                    the ascertainment thereof may at any time after such date
                    two months prior to that Review Date be referred to the
                    determination of an independent Surveyor who shall be
                    appointed jointly by the Landlord and the Tenant or (if the
                    parties are unwilling or unable to agree) by the President
                    or Vice President for the time being of the Royal
                    Institution of Chartered Surveyors on the application of
                    either the Landlord or the Tenant and whose proper fee and
                    expenses shall be paid as he shall direct

         2.1.2      the said President may upon the request of either the
                    Landlord or the Tenant in writing discharge the independent
                    surveyor and appoint another independent surveyor in his
                    place if the independent surveyor shall die delay or become
                    unwilling or incapable of acting

2.2     unless the Landlord shall prior to the appointment of such independent
        Surveyor have served on the Tenant notice in writing (hereinafter called
        "the expert notice") that the independent Surveyor shall act as
        an expert such independent Surveyor shall act as an arbitrator and the
        Arbitration Acts 1950 to 1979 shall apply and he shall on his
        appointment serve written notice thereof on the Landlord and the
        Tenant

2.3     if an expert notice shall be served then the independent Surveyor acting
        as an expert shall:

        2.3.1      on his appointment serve written notice thereof (hereinafter
                   called "the appointment notice") on the Landlord and the
                   Tenant

        2.3.2      without prejudice to his discretion which shall be unfettered
                   consider any written representations by or on behalf of the
                   Landlord or the Tenant submitted to him within 6 weeks of the
                   date of service of the appointment notice

        2.3.3      forthwith on the expiry of the said period of 6 weeks serve
                   copies of any written representation received during such
                   period on of the Landlord and the Tenant

        2.3.4      without prejudice to his discretion which shall be unfettered
                   consider any counter submissions made in writing by or on
                   behalf of the Landlord or the Tenant in response to the
                   written representations referred to in clause 2.3.3. above
                   submitted to the Independent Surveyor within four weeks of
                   the date of expiry of the period of six weeks referred to in
                   clause 2.3.2 above

        2.3.5      forthwith on the expiry of the said four weeks serve copies
                   of all written counter submissions received during such
                   period on each of the Landlord and the Tenant

        2.3.6      serve notice of his determination of the Landlord and the
                   Tenant as soon as he had made it giving written reasons for
                   his determination


And such determination shall be final and binding on the Landlord and the
Tenant

3.   The Rent payable hereunder as from the relevant Review Date shall be the
     greater of the Rent payable hereunder immediately prior to the relevant
     Review Date ignoring any cesser of rent which may be in force and ignoring
     any statutory reduction or restriction of the rent for the time being in
     force and the Market Rack Rent at the relevant Review Date and the Tenant
     HEREBY FURTHER COVENANTS with the Landlord to pay the same accordingly
     PROVIDED that if the Market Rack Rent shall not have been agreed or
     determined pursuant to the provisions of this clause before the relevant
     Review Date then until the Market Rack Rent shall have been so agreed or
     determined the Tenant shall continue to pay the Rent on account at the rate
     at which the Rent was payable for the year immediately preceding the
     relevant Review Date and when the Market Rack Rent shall have been agreed
     or determined the Tenant shall forthwith pay to the Landlord as additional
     rent an amount equal to the difference between the rent paid on account as
     aforesaid and the Market Rack Rent as agreed or determined as aforesaid in
     respect of the period from the Review Date to the next quarter day after
     such agreement or determination together with interest thereon at 2% above
     the base rate of Lloyds Bank plc


4.   Immediately after each review of the rent hereunder a Memorandum of the
     reviewed Rent shall be endorsed on this lease and on the Counterpart hereof
     in such terms as the Landlord shall reasonably require


                               THIRD SCHEDULE

                               Service Charge


1.   'Service costs  means the amount the Landlord spends in carrying out all
     the obligations imposed by this Lease (other than the covenants or quiet
     enjoyment and insurance of the Premises) and not reimbursed in any other
     way including the cost of borrowing money for that purrpose


     'final service charge means the relevant percentage of the service costs
     'interim service charge instalment means a quarterly payment on account of
     the final service charge which is [£]  until the Landlord gives the
     Tenant the first service charge statement (mentioned below) and after that
     is a quarter of the final service charge on the latest service charge
     statement

     'relevant percentage  means the percentage of the service costs which the
     Landlords surveyor reasonably certifies as the percentage of service costs
     which ought to be attributed to the Premises having regard to the floor
     area of the buildings on the Premises and the floor area of the buildings
     on the retained land (NB This clause to clarified]


2    The Landlord must:


  (a)  keep a detailed account of service costs

  (b)  have a service charge statement prepared for each period ending on 24th
       June during the lease period which:

       (i)  states the service costs for that period with sufficient particulars
            to show the amount spent on each major category of expenditure

       (ii) states the amount of the final service charge

       (iii)states the total of the interim service charge instalments paid by
            the Tenant

       (iv) states the amount by which the final service charge exceeds the
            total of the interim service charge instalments ('negative balance )
            or vice versa ('positive balance )

       (v)  is certified by a member of the Institute of Chartered Accountants
            in England and Wales that it is a fair summary of the service costs
            set out so that it shows how they are or will be reflected in the
            final service charge and is sufficiently supported by accounts
            receipts and other documents which have been produced to him


3.  On each day on which rent is due under this Lease the Tenant is to pay the
Landlord an interim service charge instalment

4. (a)     If a service charge statement shows a positive balance the Landlord
           must pay that sum to the Tenant when giving the statement

   (b)     If as service charge statement shows a negative balance the Tenant
           must pay that sum to the Landlord within fourteen days after being
           given the statement

5.     Every service charge statement is conclusive as to the information in it