LEASE AGREEMENT


                           Concerning Commercial Space


                                     between


Unternehmensgruppe Roland Ernst
Aufbaugesellschaft Taubenstrasse GdbR, consisting of
RE-Gesellschaft zur Planung der Beseitigung und Verwertung von Reststoffen mbH
& Co. KG,
VGO Verwaltungsgesellschaft mbH & Co. Beteiligungs KG,
Vangerowstrasse 16/1
69115 Heidelberg

represented by Mr. Roland Ernst

                                                     (hereinafter, the "Lessor")

                                       and

ADVANCED TECHNOLOGY INDUSTRIES LTD
Taubenstrasse 20
10117 Berlin

represented by Mr. Hans-Joachim Skrobanek
private address: Wiesbadener Strasse 17a
12309 Berlin

                                                     (hereinafter, the "Lessee")

<PAGE>

                                    Contents

Recitals ..................................................................... 3
ss.  1  Subject-Premises and Purpose of Lease ................................ 3
ss.  2  Rent ................................................................. 4
ss.  3  Escalator Clause ..................................................... 5
ss.  4  Ancillary Costs ...................................................... 6
ss.  5  Term, Delivery and Termination ....................................... 7
ss.  6  Early Termination of Term ............................................ 7
ss.  7  Subletting ........................................................... 8
ss.  8  Maintenance; Interior Decorative Repairs ............................. 9
ss.  9  Warranty and Liability of Lessor .....................................10
ss. 10  Liability of Lessee ..................................................10
ss. 11  Insurance ............................................................11
ss. 12  Structural Alterations Before and During Term of Lease ...............11
ss. 13  Advertising Installations ............................................13
ss. 14  Access to the Subject-Premises by the Lessor .........................13
ss. 15  Cessation of Term of Lease ...........................................13
ss. 16  Legal Succession .....................................................15
ss. 17  Protection from Competition ..........................................15
ss. 18  Security Deposit .....................................................15
ss. 19  Lessors Lien .........................................................16
ss. 20  Sale of Subject-Premises .............................................16
ss. 21  Final Provisions .....................................................16


                                      -2-
<PAGE>



RECITALS

WHEREAS, the Lessor is owner of the property and the building thereupon located
at Taubenstrasse 20 in Berlin-Mitte; WHEREAS, the Lessee has inspected the
building; WHEREAS, the Lessee is therefore aware of the location, condition and
furnishings of the building;

NOW, THEREFORE, the Parties hereby agree as follows:


ss. 1    SUBJECT-PREMISES AND PURPOSE OF LEASE

1)       The Lessor hereby leases to the Lessee from the above-mentioned
         building those building components/spaces which are circled in red on
         the attached plans (Annex 1).

2)       The Lessee shall be entitled to use commonly with the other lessees
         those spaces and building components which are provided jointly by the
         Lessor to some or all lessees (such as the entranceway, lobby, elevator
         anterooms, etc. ("functional spaces and trafficways")).

3)       The exact location and the structural design and furnishing of the
         subject-premises are evident from the plans attached as Annex 1
         hereto.

         The Lessor shall be entitled, however, even during the term of lease to
         undertake alterations which are based on administrative conditions or
         are technically required or advisable and which only immaterially
         prejudice the fitness for use and the quality standards of the
         subject-premises.

4)       The subject-premises are hereby exclusively leased to be used as office
         and administrative space and for the ancillary purposes associated
         therewith, such as archiving, etc. (purpose of lease).

5)       In light of the fact that the Lessor has opted for turnover tax, the
         Lessee hereby warrants that the Lessee is an entrepreneur in the terms
         of the provisions of tax law. The Lessee must therefore guarantee that
         the subject-premises are only used for turnover which does not exclude
         the deduction of input tax. The subject-premises may be used for
         tax-free turnover at most to an extent which is non-prejudicial to the
         exercise of the option in accordance with the applicable provisions of
         tax law (currently a maximum of 5% pursuant to the writing of Federal
         Ministry of Economics of 24 November 1997) ("insignificance
         threshold"). The Lessee must furnish proof to the Lessor of the
         observance of these conditions prior to 31 March of the following year
         by presenting a corresponding written confirmation from its tax advisor
         and independent auditor for the preceding year. The Lessee must
         compensate the Lessor for any damage arising from the breach of this
         duty, particularly in accordance with ss. 9(2) of the Turnover Tax Act.

                                      -3-
<PAGE>

ss. 2    RENT

1)       The monthly rent, advance payment for ancillary costs and turnover tax
         shall amount to DM 10,088.15. This figure is computed as follows:
<TABLE>
<CAPTION>
         <S>                                   <C>                                <C>

         Office space                          approx. 191.97 m2 @ CM             DM  7,486.83
                                               39.00 per m2

         Underground parking garage space      1 parking space @ DM 250.00        DM    250.00

         Advance payment for ancillary costs   191.97 m2 @ DM 5.00 per m2         DM    959.85
         -------------------------------------------------------------------------------------
         Subtotal                                                                 DM  8,696.68

         Plus applicable turnover tax                                             DM  1,391.47
         (currently 16%)

          Total                                                                   DM 10,088.15
</TABLE>

         The leased space shall be the net floor space pursuant to DIN 277,
         i.e., the principal and ancillary usable space, the trafficways less
         the elevator shafts and ramps, and the functional spaces, insofar as
         space of individual technical operating facilities of the user are
         concerned. The structural surface area of non-fixed walls shall
         likewise represent leased space.

2)       The Lessee must pay the applicable turnover tax on the rent and
         (advance payments for) ancillary costs.

3)       The rent plus the ancillary costs and turnover tax shall be due prior
         to the third business day of each month at the latest and shall be
         payable in advance without any charges onto the following bank account
         of the Lessor:

         Bank:                   Bayer. Hypo Vereinsbank Augsburg
         Account Holder:         Aufbaugesellschaft Taubenstrasse GdbR
         Account No.:            2266172
         Bank Code:              72020070

         The credit entry of the amount to the bank account of the Lessor shall
         be decisive for the timeliness of the payment.

4)       Incoming payments which are not sufficient to redeem all outstanding
         claims of the Lessor shall initially offset interest, then ancillary
         costs (first the older and then the more recent ones) and finally the
         basic rent (first the older and then the more recent rent) in
         accordance with ss. 366 of the Civil Code, even if the Lessee
         determines another redemption upon payment.

5)       In the event the Lessee is in default in payment, the Lessor shall be
         entitled to invoice interest as of the due date until the date the
         payment is received at a rate of 5% above the respectively applicable
         discount rate of the German Bundesbank in addition to a flat rate for
         payment reminder costs of DM 10.00. Each Party hereby reserves the
         right to prove higher or lower damage.

                                      -4-
<PAGE>

6)       The Lessee may only set off the rent with uncontested counterclaims or
         counterclaims recognized by non-appealable judgment or assert a
         retention right in relation to such claims provided the Lessee gives
         written notice of the exercise of such rights at least one month prior
         to the due date of the affected rent. The limitation of the retention
         right in accordance with Sentence 1 above shall only apply to
         counterclaims directed towards payment. The above limitations on setoff
         and retention rights shall apply even after the cessation of the term
         of lease until the delivery of the subject-premises to the Lessor.

7)       In the event of the introduction of the euro, the Lessee hereby agrees
         to render the payments owed from this Agreement exclusively in euros,
         if the Lessee is requested by the Lessor to do so upon observance of a
         notice period of two months. Until such date, payments within the
         transition period are to be rendered exclusively in Deutsche marks.


ss. 3    ESCALATOR CLAUSE

         The rent shall be secured as follows:

1)       In the event the cost-of-living index for all private households in
         Germany (base year 1995 = 100) published by the Federal Statistics
         Office increases or decreases by 10 points or more from the
         commencement of the term of lease or the level after the effective date
         of the most recent change, the rent shall increase or decrease
         accordingly. The rent shall change automatically effective on the first
         of the month after the occurrence of the element of change. The
         consequences of default shall only take effect provided the Lessor in
         the case of an increase or the Lessee in the case of a decrease has
         notified the change in writing and presented a calculation.

2)       The Lessor in the case of an increase and the Lessee in the case of a
         decrease must notify the change and present a calculation. In the event
         no notice is provided or is not provided in due time, such shall not
         signify a waiver of the adjustment. The modified rent amount is then to
         be paid retroactively; any reduced amount is to be reimbursed
         retroactively. However, the Parties shall first be in default after the
         respective settlement statement has been received and a payment
         reminder issued.

3)       The Parties are aware that this escalator clause requires the approval
         of the state central bank. The approval is to be obtained by the
         Lessor.

4)       Should the state central bank not approve this clause, the Parties
         hereby agree in the event of a change in the cost-of-living index of 10
         points or more compared to the level at the commencement of this
         Agreement or the most recent rent adjustment to reach an agreement on
         the rent adjustment which corresponds to the result of the adjustment
         in accordance with the cost-of living index.

5)       In the event the agreed-upon cost-of-living index is discontinued,
         particularly in relation to the introduction of the euro, that
         cost-of-living index then applicable which is comparable to the index
         agreed upon here shall then be considered as agreed upon. The Lessor

                                      -5-
<PAGE>

         shall be entitled to specify the corresponding index and to undertake
         the conversion in a suitable fashion. Section 315 of the Civil Code
         shall be applicable in this regard. The above Nos. 1 to 5 shall apply
         accordingly.


ss. 4    ANCILLARY COSTS

1)       The Lessee shall bear all operating costs incurred on the
         subject-premises and prorated operating costs (Paragraph 6 below)
         incurred on the other components of the property and overall building
         pursuant to Annex 3 to ss. 72(1) of the Second Regulation on the
         Calculation of Costs, which is attached as Annex 2 to this Agreement,
         as amended upon the date the costs are incurred. The Lessee shall also
         bear those ancillary costs which are incurred on the common facilities
         outside the overall building. The heating costs shall also include the
         costs of any ventilation and air-conditioning systems.

         The Lessee shall moreover bear the following ancillary costs: costs of
         continuous surveillance, the lockup services, and the reception
         personnel (doorperson, etc.), including the costs of the spaces
         necessary for such services and the costs of the systems installed in
         this regard, e.g., telephone, loudspeaker, code/card, door/closet and
         alarm systems; costs of the commercial and technical administration in
         the amount of 3% of the applicable net rent without heating costs; the
         costs of maintenance in accordance with ss. 8 hereof and the interior
         decorative costs for common spaces in accordance with ss. 1(2) hereof
         and common facilities outside the overall building.

2)       In the event public charges are newly introduced or other costs
         relating to the management of the subject-premises arise for the first
         time or are increased directly or indirectly, such costs may likewise
         be invoiced by the Lessor as appears fair from the date such are
         incurred in accordance with the provisions agreed upon herein.

3)       If possible, the Lessee must conclude in its own name and for its own
         account any utility agreements relating to heating, electricity, water
         and telephone for the spaces used alone by the Lessee.

4)       Those ancillary costs which are not incurred under Paragraph 3 above
         shall be settled by the Lessor on a quarterly basis. The Lessee shall
         be allowed to inspect the settlement documents. The Lessee must assert
         any objections against the settlement to the Lessor in writing within
         one month after receipt of the settlement statement; otherwise, the
         settlement statement shall be considered as approved, provided the
         Lessor has referred to this legal consequence when sending the
         settlement statement.

5)       The Lessee must pay the advance payment on the ancillary costs agreed
         upon in ss. 2(1) hereof, which shall correspond to the foreseeable
         costs. The Lessor shall be entitled to adjust the amount of such
         advance payment in accordance with the settlement of the actually
         incurred costs and redetermine for the future as appears fair the type
         of settlement for the ancillary costs or individual items of the

                                      -6-
<PAGE>

         ancillary costs, except for the heating and hot water costs. Any
         subsequent payments or reimbursements related to the advance payments
         rendered by the Lessee are to be made after the settlement pursuant to
         Paragraph 4 above.

6)       The Heating Costs Regulation shall apply with regard to the allocation
         criterion related to hot water and heating costs. Otherwise, the
         ancillary costs from the Lessee are to be borne on a prorated basis in
         the ratio of the leased space to the total leased space of the overall
         building. In the event ancillary costs relate to the Lessee alone or to
         one or more lessees jointly, such costs are to be paid by the Lessee
         alone or on a prorated basis in relation to the respective leased space
         of the affected lessee.


ss. 5    TERM, DELIVERY AND TERMINATION

1)       The term shall commence on 1 March 2000 and cease on 28 February 2005.

2)       The delivery must be made in conformance with the plans attached as
         Annex I hereto and otherwise in the current conditions. The Lessee
         hereby acknowledges such conditions as conforming to this Agreement.

         A delivery record is to be created upon the delivery; any variations
         from the conditions owed pursuant to this Agreement and any defects are
         to be recorded therein. Arrangements related to the remedy of defects
         are moreover to be reached.

3)       The Lessee shall be granted a renewal option of five years beyond the
         fixed term at the conditions of this Lease Agreement. In the event the
         Lessee desires to avail itself of the respective option, the Lessee
         must notify the Lessor thereof in writing 12 months prior to the
         expiration of the fixed term or option period. In the event the option
         is not validly exercised, all option rights shall be extinguished.

4)       In the event the lease relation is not terminated with notice of 12
         months effective from the expiration of the fixed term or option period
         by either Party in writing, the lease relation shall automatically be
         extended for an indefinite period of time and may then be terminated in
         writing upon notice of 12 months effective from the end of any quarter.

5)       Unless the Parties agree otherwise, the Lessor shall not be obligated
         to restore the subject-premises in the event of the complete
         destruction or the destruction of any material portion thereof.


ss. 6    EARLY TERMINATION OF TERM

1)       Apart from the grounds for termination stipulated by law, the Lessor
         shall be entitled to terminate the lease relation without notice for
         good cause. "Good cause" shall exist particularly in the event:

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<PAGE>

         a)    the Lessee subleases the subject-premises, even though the
               conditions in ss. 7 hereof have not been met;

         b)    the Lessee does not use the subject-premises in accordance with
               the purpose of lease and continues the use in breach hereof even
               after a warning by the Lessor;

         c)    bankruptcy or composition proceedings regarding the Lessee's
               assets are initiated, the petition for bankruptcy or composition
               is not withdrawn within three weeks or the initiation of
               bankruptcy or composition proceedings is refused due to a lack of
               assets, whereby the Lessee is obligated to immediately inform the
               Lessor regarding any petition for bankruptcy or composition;

         d)    the Lessee relinquishes the pursuit of activity subject to
               turnover tax or earns more than merely an insignificant amount of
               turnover exempted from turnover tax, unless the Lessee proves
               that the Lessor will not derive any disadvantages from this,
               e.g., in accordance with ss. 9(2) of the Turnover Tax Act.

2)       In the event the lease relation ceases as a result of termination
         without notice by the Lessor, the Lessee shall be liable for the damage
         incurred by the Lessor therefrom, particularly for the fact that the
         subject-premises cannot be leased after the Lessee has moved out or can
         only be leased at a lower rent.


ss. 7    SUBLETTING

1)       The Lessee may only sublet or transfer the use of the subject-premises
         or components thereof within the framework of the purpose of lease in
         accordance with ss. 1 hereof and only provided the Lessor is notified
         thereof by the Lessee prior to the conclusion of the sublease agreement
         by presenting the planned sublease agreement. The Lessor hereby
         reserves the right to oppose the sublet in any specific case in the
         event good cause exists to do so in the person of the sublessee or the
         business operations thereof (protection from competition); "good cause"
         shall exist particularly if the sublessee does not exercise any
         activity subject to turnover tax or earns more than merely an
         insignificant amount of turnover which is exempted from turnover tax,
         unless the Lessee proves that the Lessor will not derive any
         disadvantages therefrom, e.g., in accordance with ss. 9(2) of the
         Turnover Tax Act.

2)       In the event of any subletting of the subject-premises or components
         thereof, the Lessee hereby agrees in advance to terminate the lease
         relation by mutual agreement upon the Lessor's request. The Lessor
         shall simultaneously be entitled to subrogate the Lessee in the
         latter's lease relation with the sublessee. The Lessee hereby agrees to
         contractually obligate the sublessee to continue the contractual
         relation with the Lessor upon the latter's request.

         Alternatively, the Lessor may waive this right prior to the conclusion
         of the sublease agreement and request the Lessee to pay the Lessor as
         additional rent 50% of the sublease rent exceeding the rent.

                                      -8-
<PAGE>

3)       In the event of any subletting or transfer of use to third parties, the
         Lessee shall assign to the Lessor the claims to which the Lessee is
         entitled vis-a-vis the sublessee or the third party as security for all
         claims of the Lessor from this Agreement.


ss. 8    MAINTENANCE; INTERIOR DECORATIVE REPAIRS

1)       The Lessor shall be responsible for the maintenance and servicing of
         the subject-premises. The Lessee shall be entitled with the Lessor's
         approval and obligated upon the request thereof to issue maintenance
         and servicing orders relating to the interior spaces of the
         subject-premises in the Lessees own name and for its own account.

2)       Subject to Paragraph 3 below, however, the Lessee shall only bear the
         costs of maintenance and servicing of the subject-premises and the
         maintenance measures for the overall building on a prorated basis
         pursuant to ss. 4(6) hereof, provided the conditions of the
         subject-premises and the overall building were unobjectionable upon the
         delivery date and the maintenance measures have been occasioned by the
         agreed-upon use.

3)       The Lessor shall bear the maintenance costs for the roofing, the
         structural components (such as outside walls, bearing inside walls,
         supports and foundations of the building) and the facade, except for
         the glass in the windows and the mounts pertaining thereto or other
         movable mechanical parts, and all outside doors (even rolling grates),
         entry doors, revolving door installations, etc. The Lessor shall
         further bear the costs of the complete exchange of technical systems,
         in the event such can no longer be maintained from a financial point of
         view through repairs or similar measures.

4)       In the event the costs for remedying damage for which the Lessee is not
         responsible and which is not attributable to the Lessee's scope of risk
         exceed one monthly rent within one year of lease, the Lessor shall bear
         the excess amount.

5)       In the event warranty claims of the Lessor exist vis-a-vis parties
         involved in the construction of the subject-premises, the Lessor shall
         be obligated to assert such claims.

6)       The Lessee must conduct at its own cost the necessary interior
         decorative repairs at normal temporal intervals, depending on the
         degree of wear and tear or damage. Interior decorative repairs shall
         also include the renovation of textile floor coverings and, if
         necessary, the renovation/sanding and sealing of wooden floors
         (parquet).

7)       Prior to setting up technical systems which are capable of disturbing
         third parties or jeopardizing the subject-premises, the overall
         building or the property due to the effects emitted thereby, the Lessee
         must obtain the Lessor's approval and present the relevant legal
         provisions.

                                      -9-
<PAGE>

8)       If and insofar as the Lessee intends to handle materials in the
         subject-premises which are suited to harm health or the environment,
         the Lessee shall be obligated vis-a-vis the Lessor to observe all
         relevant legal provisions for handling such hazardous substances and to
         release the Lessor from all risks and administrative claims related
         thereto. The above provisions shall apply accordingly in the event any
         material which originally appears to be unobjectionable later proves to
         be a hazardous substance. The Lessee shall be obligated to prove to the
         Lessor the conclusion and maintenance of adequate liability coverage.


ss. 9    WARRANTY AND LIABILITY OF LESSOR

1)       Any damage compensation claims of the Lessee against the Lessor due to
         any defect of the subject-premises may only be asserted if such defects
         are based on negligent breach of a material contractual duty or on any
         intentional or grossly negligent breach of contract by the Lessor or
         the vicarious agents thereof or on the absence of any warranted feature
         of the subject-premises.

2)       Moreover, the Lessor shall be liable to the degree to which the damage
         is compensated by an insurance company or can be successfully asserted
         against any other third party.

3)       The Lessor shall not be liable: for the supply of energy, such as heat,
         electricity and water, by the corresponding utility providers, unless
         the Lessor is responsible for the shutdown of the above-mentioned
         supplies; for the existence of the scope of use of the driveway, the
         service road or other trafficways to the subject-premises, provided
         such limitations are not attributable to any administrative measures
         initiated by the Lessor and access to the subject-premises is generally
         warranted; for the hindrance of the fitness for use of the
         subject-premises due to measures on adjacent properties, such as
         construction measures; the Lessor shall, however, support the Lessee as
         reasonable and permitted by law in averting such hindrances at the
         Lessee's costs; for defects in the subject-premises present at the
         outset, unless such defects have been expressly noted upon the delivery
         of the subject-premises.

4)       The rent may only be reduced if the fitness for use of the
         subject-premises has been substantially hindered and the Lessor has
         been granted a reasonable period to remedy such and the reduction claim
         is acknowledged or the ground therefore or amount thereof is recognized
         by non-appealable judgment.


ss. 10   LIABILITY OF LESSEE

1)       The Lessee shall be liable for all damage which is caused negligently
         through any breach of the duties to exercise due care incumbent on the
         Lessee.

2)       The Lessee shall also be liable to compensate damage which any third
         party commissioned by it to perform work negligently causes in the
         execution thereof. The Lessee shall furthermore be liable for damage
         which is negligently caused through its employees or sublessees.

                                      -10-
<PAGE>

         Furthermore, the Lessee shall be liable for damage which is caused
         negligently by visitors, suppliers, manual laborers or other persons,
         provided such persons come into relation with the subject-premises at
         the Lessee's instigation.

3)       The Lessee shall bear the burden of proving that the damage has not
         been caused by it or that it is not responsible for such damage,
         provided the damage has been caused from within the subject-premises.


ss. 11   INSURANCE

1)       The Lessee must conclude the following insurance policies, maintain
         such for the duration of the lease relation, and furnish proof of such
         upon the Lessors request:

         a)    a reasonable amount of liability/business liability insurance;
         b)    insurance regarding building contents;
         c)    business interruption insurance;
         d)    other insurance policies common to the Lessee's operations.

2)       In the event the Lessee does not conclude the insurance policies in
         accordance with Literi b to d above, the Lessor shall not be liable for
         damage which would have been covered by such insurance.

3)       The Lessor shall conclude or has concluded the following insurance
         policies which shall be allocated to the ancillary cost settlement:

         a)    building insurance against fire, water, storm damage, broken
               grass;
         b)    building and property owner liability insurance.


ss. 12   STRUCTURAL ALTERATIONS BEFORE AND DURING TERM OF LEASE

1)       In the event the Lessee desires, prior to the delivery of the
         subject-premises, alterations in relation to the planning and
         furnishing thereof which do not prejudice the building as a whole or
         the space used jointly by the Lessee together with the other lessees,
         the Lessee must notify the Lessor in due time of such desired
         alterations. The Lessor shall then submit the Lessee a cost estimate.
         In the event the Lessee issues a separate commission based on such cost
         estimate, the Lessee hereby agrees to pay the costs incurred. Prior to
         conducting the structural alterations, the Lessor may request
         securities in the form of bank guaranties or advance payments. In the
         event the delivery of the subject-premises is delayed based on the
         execution of such construction measures, the Lessee must pay the
         agreed-upon rent for the period of the delay.

2)       The Lessee shall be entitled at its cost to remodel the interior of the
         subject-premises or to conduct structural alterations, provided the
         overall building or the spaces not used exclusively by the Lessee are
         not prejudiced thereby. The Lessee must notify the Lessor of the
         construction measures in writing two weeks prior to the commencement
         thereof at the latest, presenting plans/descriptions of the measures.

                                      -11-
<PAGE>

         In the event structural measures of the Lessee are suited to prejudice
         other lessees, the Lessee must desist from the measures or release the
         Lessor from all claims of other lessees (including rent reductions) and
         render security for such, if necessary.

3)       Any structural modifications which require official permits shall
         require the Lessor's approval. The approval may only be denied for good
         cause; among other things, "good cause" shall include any limitation on
         subsequent use or leasing of the subject-premises by the Lessor.

4)       The Lessee shall be responsible for requesting official permits for
         structural alterations and for the costs thereof. The Lessee shall bear
         all dangers and risks associated with the initiation of structural
         measures.

5)       In the event construction measures become necessary after delivery of
         the subject-premises based on new official provisions or conditions
         relating to the operation of the subject-premises for the agreed-upon
         purpose, such measures are to be conducted by the Lessee at its own
         cost. This shall also apply to any construction measures which are
         necessary based on any modification or extension of the use by the
         Lessee.

6)       The Lessee shall be obligated to immediately notify the Lessor in
         writing of installations and alterations in or to the subject-premises
         which increase the value thereof, provided such affect a modification
         of the risk estimate in the terms of the fire and liability insurance
         conditions. The Lessee shall bear any surcharges to insurance premiums
         incurred in this regard.

7)       The Lessor may undertake improvements, repairs and structural
         alterations which are necessary to preserve the subject-premises and
         the overall building and to avert imminent danger or to remedy damage
         (preservation measures), even without the Lessee's approval; however,
         the Lessor must thereby take the legitimate interests of the Lessee
         into account, particularly in relation to the date of execution, and
         notify the Lessee of such measures in advance.

8)       The Lessor may only undertake measures to improve the subject-premises
         and the overall building (modernization measures) or energy saving
         measures (ss. 541 b of the Civil Code), provided the Lessor announces
         such to the Lessee at least one month in advance, insofar as such
         measures are to be conducted in the Lessee's leased area. With regard
         to measures outside the leased area, a notice period of one week shall
         be sufficient, even if the subject-premises could be affected. A right
         to terminate this Agreement in accordance with ss. 541 b of the Civil
         Code shall only exist in the event the Lessee's interests are
         unreasonably hindered by the toleration duty. After the execution of
         modernization or energy savings measures, the Lessor shall be entitled
         to charge a rent surcharge in the amount of 11% per year based on the
         respective investment costs.

9)       The Lessee must tolerate expansion/remodeling measures which are
         conducted in order to further lease other leasable units and which
         cause hindrances. Damage compensation claims shall be excluded in this
         regard, unless the Lessor acts intentionally or with gross negligence

                                      -12-
<PAGE>

         in relation to damage to the Lessee. One week before the measures at
         the latest, the Lessor shall inform the Lessee of the type, scope and
         foreseeable duration of the planned measures in a general fashion. The
         toleration duty shall exist irrespective of any absence of information.

10)      The Lessee may only reduce the rent or exercise a retention right due
         to the above-mentioned measures if such measures rule out or
         substantially prejudice the use of the subject-premises for the
         agreed-upon purpose in whole or in part.


ss. 13   ADVERTISING INSTALLATIONS

1)       The Lessee shall be provided free of charge outside space on the
         building--which is still to be determined--exclusively for its own
         advertising purposes (illuminated advertising, signs and other devices
         for advertising material). The advertising installations must be
         adapted to the image of the subject-premises and the overall building.
         In the event the Lessor specifies installations in order to preserve a
         uniform image for the building, the Lessee must use exclusively the
         installations specified. The Lessee shall be responsible for requesting
         official permits to mount advertising installations; the Lessee must
         bear the cost thereof.

2)       The Lessor shall likewise be entitled to install advertising on the
         subject-premises, even for third parties (product advertising, etc.).

3)       Upon the cessation of the term of lease, the Lessee must remove the
         advertising installations mounted by it at its own cost upon the
         Lessor's request and restore the subject-premises again to their
         original conditions.


ss. 14   ACCESS TO THE SUBJECT-PREMISES BY THE LESSOR

1)       The Lessor and the persons commissioned thereby may access the
         subject-premises with interested parties, experts or witnesses during
         normal business hours but only after prior notice in order to exercise
         the legal lien under the conditions of ss. 561 of the Civil Code, to
         review the structural condition of the subject-premises and the
         operability and safety of technical systems in the subject-premises, to
         further lease or sell the subject-premises, and in other similar cases.

2)       In events of imminent danger, the Lessor may access the
         subject-premises even without notice and in the absence of the Lessee.


ss. 15   CESSATION OF TERM OF LEASE

1)       The provisions of ss. 568 of the Civil Code (tacit extension of the
         lease relation) shall not apply in the event of any cessation of the
         lease relation.

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2)       Any payments of the Lessee after termination or cessation of the lease
         relation for other reasons shall be accepted as indemnity for use, even
         if such are designated with the payment or correspondence as a rent
         payment.

3)       Upon the cessation of the term of lease, the Lessee must return the
         subject-premises to the Lessor in conditions which conform to this
         Agreement with due regard to wear and tear which conforms to this
         Agreement. The conditions shall "conform to this Agreement"
         particularly when all space has been cleaned and vacated, all interior
         decorative repairs executed, damage to the subject-premises beyond wear
         and tear through normal usage remedied, all keys and code cards have
         been returned to the Lessor, any restoration obligations have been
         performed and the Lessee has returned any accessories and other
         facilities provided for use in operable and clean conditions.

         When the Lessee moves out, a joint record of the return is to be
         completed which lists any existing or non-remedied defects, interior
         decorative repairs, etc. The Lessee shall cooperate personally as the
         record is created or be represented thereby by an agent authorized in
         writing. Without such collaboration of the Lessee, the Lessor shall not
         be obligated to take the subject-premises back.

4)       In the event the work in the subject-premises to be conducted by the
         Lessee in accordance with Paragraph 3 above is not conducted prior to
         the cessation of the lease relation, an indemnity for use corresponding
         to the rent plus ancillary costs is to be further paid until the end of
         the month in which such work is completed. Any further claims of the
         Lessor shall not be prejudiced hereby. The Lessor shall be entitled in
         particular to demand damage compensation for interior decorative
         repairs not executed by the Lessee after establishing a period for this
         and threatening refusal. The Lessee shall retain the right to prove
         that lesser damage has been incurred.

5)       In the event objects are left in the subject-premises by the Lessee
         after the cessation of the lease relation, the Lessor shall be entitled
         to remove such objects after a written warning establishing a period
         for this; the Lessor shall not have any duty to store such objects. Any
         claims of the Lessor due to the delayed return of the subject-premises
         shall not be prejudiced hereby.

6)       Any structural alterations to the subject-premises pursuant to ss. 12
         hereof which are conducted by the Lessee are to be restored upon the
         cessation of the lease relation, unless the Lessor has waived the
         reconstruction obligation. In the event any structural alterations are
         left, the Lessee shall not be entitled to any damage compensation
         claim. Instead of the restoration of the structural alterations by the
         Lessee, the Lessor shall be entitled to demand compensation of the
         costs for executing the required work. In the event no agreement is
         reached regarding the amount of the costs, the amount to be compensated
         is to be determined in a binding fashion by an expert to be appointed
         by the local chamber of industry and commerce. The Parties shall bear
         the costs of the expert in the ratio in which the amount last specified
         by them varies from the amount determined by the expert.

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7)       The Lessor, however, shall have the right to request the Lessee to
         leave the structural alterations. In such event, the Lessee shall
         receive an indemnity in the amount of the market value of the remaining
         structural installation after the disassembly less the costs calculated
         for the disassembly.

8)       The Lessor shall be entitled three months prior to the cessation of the
         term of lease at the latest to put up "for lease" signs on the outside
         windows of the subject-premises.


ss. 16   LEGAL SUCCESSION

1)       The Lessee must immediately notify the Lessor in the event of any
         modification of the legal form or of any other basic modification in
         the commercial register or in the event the Lessee sells its business
         operations in whole or in any essential part to third parties or in the
         event of any change of shareholders. In the event such change alters
         the bases of liability and credit to the Lessor's disadvantage, the
         Lessor may request security from the Lessee, such as the provision of
         bank guaranties.

2)       In the event obligations from this Agreement are not transferred to the
         respective legal successor by operation of law, each Party hereby
         agrees to also impose the obligations on its respective legal
         successors.

3)       The Lessor shall be entitled to transfer all rights and duties from
         this Agreement to any third party. If relevant, the Lessee may only
         deny any required approval declarations with good cause.


ss. 17   PROTECTION FROM COMPETITION

         The Lessee shall not be granted any protection from competition.


ss. 18   SECURITY DEPOSIT

1)       To secure all claims of the Lessor against the Lessee from this
         Agreement, the Lessee hereby agrees to pay the Lessor within 14 days
         prior to the commencement of the lease at the latest a security deposit
         in the amount of three gross monthly rent installments including the
         monthly advance payment for ancillary costs estimated by the Lessor. In
         the event of any increase of the rent pursuant to ss. 3 hereof, the
         Lessee shall be obligated to pay the difference resulting therefrom.

2)       The Lessor may satisfy itself from the security deposit due to the
         claims owed to it. The Lessee shall be obligated in such event to
         immediately increase the security deposit again to the original amount.
         The Lessee may not set off the repayment claim related to the security
         deposit against any due claims of the Lessor prior to the due date of
         the repayment claim pursuant to Paragraph 4 below.

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3)       After return of the subject-premises, the Lessor must settle the
         security deposit and pay out the residual security amount to the
         Lessee. The Lessee's repayment claim shall be due upon the Lessor's
         receipt of the settlement statement or six months after the return of
         the subject-premises at the latest. With regard to the ancillary costs
         to be settled in accordance with ss. 4 of this Agreement, a portion of
         the security deposit in the amount of one month's rent may be retained
         until the presentation of a settlement statement or, at maximum, until
         the due date of the ancillary cost settlement or the subsequent payment
         amount arising therefrom.

5) [sic] In place of the security deposit, the Lessee shall be entitled to
         transfer the Lessor a guaranty of a major German bank or public-law
         credit institution pursuant to Annex 4 hereto which is due upon first
         demand and secures all claims of the Lessor from this Agreement and any
         damage compensation claims of the Lessor against the Lessee from all
         further liability-establishing elements.


ss. 19   LESSOR'S LIEN

1)       The Lessee hereby agrees to inform the Lessor of any attachment of
         things brought onto the subject-premises.

2)       In the event of the exercise of the Lessor's lien, the Lessor shall be
         entitled under the conditions of ss. 1221 of the Civil Code to conduct
         the realization by way of private sale after threatening to do so and
         establishing a period pursuant to ss. 1220 of the Civil Code.


ss. 20   SALE OF SUBJECT-PREMISES

1)       In the event of any sale of the subject-premises, the Lessor shall
         cause the buyer to fulfill the obligations from this Agreement. The
         Lessor shall not be liable to the Lessee as a surety for the
         fulfillment of this Lease Agreement by the buyer; ss. 571(2) of the
         Civil Code shall not be applicable hereto.

2)       In the event of any sale of the subject-premises, the Lessor shall be
         entitled to request the Lessee for a declaration of general
         representativeness, enclosing a list of the documents related to this
         Lease Agreement. The Lessee shall be obligated to communicate in
         writing within 14 days whether the Lessor's list is complete. In the
         event the Lessee issues such a declaration of general
         representativeness and the Lessee does not notify any incompleteness or
         inaccuracies within 14 days, the Lessee may not subsequently invoke any
         agreements which were not specified in the Lessor's list, provided
         reference is made to this legal consequence in the request.


ss. 21   FINAL PROVISIONS

1)       No verbal collateral agreements hereto have been reached.

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2)       In the event any provisions of this Agreement are or become invalid or
         impracticable, the remaining provisions shall not be affected thereby.
         This shall also apply to any material or fundamental provisions of this
         Agreement. In place of the invalid provision, the Parties shall be
         obligated to reach a provision which most closely approximates the
         legally desired result and the financial sought outcome.

3)       In the event several persons are party to this Agreement for the part
         of the Lessee, such persons hereby irrevocably empower each other to
         receive or issue all declarations effecting the lease relation,
         particularly to issue or receive notice of termination.

4)       The Parties are aware of the special legal requirement for the written
         form in ss. 566, Sentence 1 and ss. 126 of the Civil Code. The Parties
         hereby mutually agree upon the request of either Party at any time to
         undertake all acts and to issue any statements which are necessary in
         order to satisfy the legal requirement for the written form and not to
         terminate this Agreement early invoking the non-observance of the
         written form required by law. This shall not only apply to the
         conclusion of the original/main agreement but also to any riders or
         modification or supplementary agreements.

5)       The Lessee is aware that data will be stored within the framework of
         the administration of the subject-premises. The Lessor hereby
         represents that only such data will be stored which is necessary for
         the due processing of the lease relation and that the data will be
         stored in conformance with the provisions of data protection law.

6)       The Lessee shall be obligated to notify the Lessor at the commencement
         of the lease relation of an address for correspondence to which all
         statements related to the lease relation are to be sent. Any
         modifications of this address are to be immediately notified to the
         Lessor. This obligation shall continue to exist for a period of 6
         months after the return of the subject-premises to the Lessor.

7)       The provisions of the building rules attached as Annex 3 hereto shall
         apply in a supplementary fashion to this Agreement.

8)       The following annexes are attached to this Agreement:

         -   Annex 1:   Plans
         -   Annex 2:   Annex 3 to ss. 72(1) of the Second Regulation on the
                        Calculation of Costs
         -   Annex 3:   Building Rules
         -   Annex 4:   Sample Guaranty


Heidelberg, 28 February 2000                            Berlin, 29 February 2000

[SIGNATURE]                                             [SIGNATURE]
Lessor                                                  Lessee

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