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                                                                    Exhibit 10.7

THIS INDENTURE made the 20th day of November One thousand nine hundred and
ninety two BETWEEN JOSEPH COSGRAVE, PETER COSGRAVE AND MICHAEL COSGRAVE of 13
Wentworth, Eblana Villas, Dublin 2 (hereinafter called "The Lessor") of the One
Part AND PREMIER GROUP LIMITED of 13\16 Dame Street, Dublin 2 (hereinafter
called "the Lessee" ) of the other part.

WITNESSETH as follows:-

A.    IN THIS LEASE and in the Schedules hereto (save where the context
      otherwise requires or implies) the following words and expressions shall
      have the meanings assigned to them respectively hereunder:-

A.1.  "The Lessor" shall include the above mentioned Lessor and where the
      context so admits or requires include their and each of their executors,
      administrators and assigns and the owner or owners for the time being of
      the reversion immediately expectant on the term hereby granted;

A.2.  "The Lessee" shall include the above mentioned Lessee and where the
      context so admits or requires include its successors in title and

                REGISTERED IN THE REGISTRY OF DEEDS (DUBLIN) at
            36 MINUTES AFTER 2 O'CLOCK ON THE 19 DAY OF
                                  JANUARY 1993  BOOK 10 NO. 16 [ILLEGIBLE]

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      permitted assigns.

A.3.  "The Demised Premises" means the premises hereby demised by the Lessor to
      the Lessee as more particularly described in the First Schedule hereto and
      where the context so admits includes all easements rights and Privileges
      appurtenant thereto and all buildings thereon.

A.4.  "Rent" means the Rent from time to time payable hereunder whether the same
      shall be in the amount hereby initially reserved or as increased pursuant
      to the provisions in that behalf hereinafter or in any Schedule hereto
      contained,

A.5.  "Insured Risks" means subject always to such exclusions, excesses and
      limitations as are normally available and as may be imposed by the
      Landlord's insurers for the time being in respect of all or any of the
      following risks:-

      All or any loss or damage or prospective loss or damage by fire flooding
      water burst pipes storm tempest lightning explosion earthquake impact
      aircraft and other aeriel devices and articles dropped therefrom malicious
      damage civil commotion riot public liability and such further


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      risks or perils to or in connection with the demised premises as the
      Lessor may in its absolute discretion from time to time determine and the
      Lessors fixtures and fittings thereof including glass (but excluding plate
      glass) and such fees expenses charges and monies of and incidental to the
      rebuilding reinstatement or loss (whether total or otherwise) of the
      demised premises or any part thereof as the Lessor may from time to time
      reasonably deem it desirable to insure against including (but not by way
      of exception);

A.5.01.     Three years loss of rent from time to time payable out of the
            demised premises;

A.5.02.     Expenditure or anticipated expenditure in the demolition and
            clearance of the demised premises.

A.5.03      All stamp duties payable on any building or like Contract coming
            within the provisions of any Act or Acts now or hereafter in force
            which said Contract may be entered into relative to the
            reconstruction reinstatement or repair in full or in part of the
            demised premises resulting from the destruction


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            loss or damage thereof or thereto from any of the risks or perils
            aforesaid;

A.5.04      A sum equivalent to 12.5% of the full replacement and reinstatement
            cost of the demised premises (determined in the manner hereinafter
            provided) in respect of Architects' Quantity Surveyors' and other
            professional and consultancy fees;

A.6.  "Planning Legislation" means the Local Government (Planning and
      Development) Acts, 1963 to 1990 and any Act or Acts for the time being in
      force amending extending or replacing the same and any Orders Regulations
      or Directions issued under or by virtue of the said Acts or any Act or
      Acts for the time being in force amending or replacing the same.

A.7.  "Month" means calendar month and words derived therefrom shall be
      construed accordingly.

A.8.  Each covenant by the Lessee not to do any act or thing shall be deemed to
      include a covenant not to permit or suffer that act or thing to be done.

A.9.  "Machinery" means all plant machinery, apparatus


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      and equipment on in or under the Demised Premises and used and serving the
      premises including without limitation, generators, equipment for air
      conditioning, ventilation, heating, cooling, fire alarm, fire prevention
      and fire control and any lifts, plant and machinery which may from time to
      time be installed in the Demised Premises at any time within the term.

A.10. "The Term" means 35 years from the 20th day of November, 1992.

B.    All rights of entry exercisable hereunder by the Lessor shall extend to
      and include the Architects, Engineers, Surveyors, Servants, Contractors,
      Agents, Licensees and Employees of the Lessor.

C.    The several Schedules hereto shall be deemed to be incorporated in and
      form part of these presents and the provisions thereof shall apply and
      operate as though the same were set forth ad longum herein.

1.01  In consideration of the rents herein reserved (and the increases provided
      herein) and the other payments and the covenants on the part of the


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      Lessee hereinafter reserved and contained the Lessor hereby demises unto
      the Lessee ALL THAT AND THOSE the premises described in the First Schedule
      hereto EXCEPTING AND RESERVING unto the Lessor its Lessees Licensees and
      all other persons authorised by the Lessor the rights, interests and
      easements specified in the Second Schedule hereto TO HOLD the same unto
      the Lessee from the 20th day of November 1992 for a term of 35 years
      YIELDING AND PAYING by way of Bankers Order or such other manner as the
      Lessor in its absolute discretion may specify therefor and thereout during
      each of the first five years of the term ending on the 19th day of
      November 1997 the yearly rent of IR(pound)60,000.00 without any deduction
      payable quarterly in advance at the rate of (pound)15,000.00 per quarter
      on the 20th day of November, 20th day of February, 20th day of May and
      20th day of August in every year of the term and thereafter during each of
      the successive periods of five years which the first shall begin on the
      20th day of November 1997 a rent equal to (a) the rent payable hereunder
      during the immediately preceding year or (b) such revised rent as may from
      time to time be ascertained in accordance with the provisions in that
      behalf contained in the Third Schedule hereto (whichever


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      shall be the greater) and the rent throughout the entire of the term shall
      be paid in advance without deductions, the first payment to be made on the
      signing hereof.

1.02  AND ALSO PAYING by way of additional rent the amount or amounts payable by
      the Lessor for insuring the Demised Premises against the Insured Risks and
      other matters referred to in Clause 4.00 (including the cost of periodic
      valuations for insurance purposes) the first such sum shall be payable on
      the execution hereof and thereafter on demand.

2.    The Lessee to the intent that the obligations hereby created shall (save
      where otherwise stated) continue throughout the term hereby granted
      covenants with the Lessor in manner following that is to say:

2.01.       Covenants to Pay Rent, Rates, and Outgoings

2.01.01.    To pay the rent and all other sums hereby reserved on the days and
            in the manner herein provided without any deductions.

2.01.02.    To pay and discharge all existing and future


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            rates, taxes, duties, charges, assessments, outgoings and all
            impositions whatsoever whether parliamentary, parochial local or any
            other description which are now or may at any time be assessed taxed
            charged imposed upon levied or be payable in respect of the demised
            premises or any part thereof or upon or by the owner or occupier
            thereof or any part thereof or any rent issuing thereout or any part
            thereof or if the Lessor shall be liable to pay and shall pay any
            such rate, tax, duty, charge, assessment, outgoing or imposition
            then the Lessee shall on demand refund to the Lessor any sum or sums
            so paid by it.

2.01.03.    To pay and discharge all sums due for electricity, telephone, gas or
            water (or other fuel or service) used or consumed on the demised
            premises.

2.02        COMPLY WITH LOCAL AUTHORITY REQUIREMENTS

2.02.01     At the Lessees own expense observe and comply in all respects with
            the provisions and requirements of any and every enactment for the
            time being in force or any orders or


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            regulations thereunder for the time being in force and to do and
            execute or cause to be done and executed all such works as under or
            by virtue of any such enactment or any orders or regulations
            thereunder for the time being in force are or shall be properly
            directed or necessary to be done or executed upon or in respect of
            the demised premises or any part thereof whether by the owner,
            Landlord, Lessee, Tenant or Occupier and at all times to keep the
            Lessor indemnified against all claims, demands and liability in
            respect thereof and without derogating from the generality of the
            foregoing to comply with the requirements of any local or other
            statutory authority and the order or orders of any Court of
            competent jurisdiction.

2.02.02.    At all times during the said term to comply with all the
            recommendations or requirements of the appropriate Authority whether
            notified or directed to the Lessor or the Lessee (who shall notify
            expeditiously the other) in relation to fire precautions and to
            indemnify the Lessor against any costs or expenses in complying with
            such recommendations or requirements and not to


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            obstruct the access to or means of working any apparatus and
            appliances for the time being installed in the demised premises.

2.02.03.    To execute all such works as may be necessary for abating any
            nuisance in obedience to a notice lawfully served by a local or
            public Authority or pursuant to any Court Order.

2.02.04.    Not to obstruct the access to or the means of working of any fire
            prevention or fire detection system and not obstruct any emergency
            exit in the Demised Premises.

2.02.05.    If required to comply with the recommendations of the insurers to
            provide and install such safety devices as may be required and to
            install same at the Lessor's direction and at the Lessee's expense.

2.02.06.    To comply generally with all and requirements and recommendations of
            insurers of the Demised Premises in so as they relate thereto and to
            indemnify keep indemnified the Lessor against costs or expenses in
            complying with all and


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            any such requirements and recommendations.

2.03.       COVENANTS TO REPAIR AND MAINTAIN.

2.03.01     At all times during the said term to keep clean and tidy and to
            repair, replace, reinstate and put and keep in good order repair and
            condition from time to time and at all times the entire of the
            demised premises interior and exterior and all parts thereof and all
            buildings now or hereafter erected thereon and every part thereof
            (whatsoever their present condition) and all additions thereto and
            without derogation from the generality of the foregoing the Lessor's
            fixtures and fittings therein and all pipes, drains, wires, cables,
            meters, channels, sewers, sanitary and water apparatus and all other
            installations and other things within the demised premises and all
            walls and fences roofs structures foundations timbers joists and
            beams of the floors and ceilings chimney stacks gutters door locks
            plate glass and other window fixtures in good and substantial order
            repair and condition and when necessary renew and replace all
            machinery therein AND


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            in the like condition to surrender and quietly yield the demised
            premises up at the expiration or sooner determination of the term
            hereby granted.

2.03.02     At all times during the said term to keep the demised premises neat
            and tidy and in good decorative order throughout and to maintain a
            clean and attractive appearance in the same at all times during this
            demise.

2.03.03.    No Clause

2.03.04.    Not to bring or keep or suffer to be brought or kept on the Demised
            Premises or any part thereof any dump rubbish or scrap heap or
            anything which in the opinion of the Lessor is or may become
            unclean, unsightly, noisesome, offensive or dangerous or calculated
            or liable to detract from the quality amenity or reputation of the
            Demised Premises and so often as it shall be necessary or desirable
            to remove from the Demised Premises all such refuse rubbish and
            scrap which may accumulate or be placed thereon.


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2.03.05     To keep such part of the land forming part of the Demised premises
            as is not built on and the forecourt car parking spaces grass
            gardens and any trees shrubs and hedges in proper and neat order and
            condition and any ditches streams culverts and watercourses properly
            cleared and cleaned and the banks thereof in proper repair and
            condition.

2.03.06     Not to place or deposit or allow to be placed or deposited for sale
            or otherwise any goods articles or things so as to obstruct or allow
            to be obstructed the forecourt or car parking areas surrounding or
            comprised in the Demised Premises.

2.03.07.    Once (at least) in every five years of the said term and in the last
            year of the said term (whether determined by affluxion of time or
            otherwise) to paint in a proper and workmanlike manner all the
            internal wood metal and other internal parts of the demised premises
            and all additions thereto usually or requiring to be painted or
            which ought to be so painted with at least three coats of good oil
            paint and in such colours as the Lessor shall have first approved of


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            in writing and to prepare grain varnish french polish colour
            distemper wash stop whiten in a proper and workmanlike manner and
            repaper all the internal parts of the demised premises and all
            additions thereto usually or requiring to be so treated or which
            ought to be so treated with suitable materials and in such colour or
            colours as the Lessor shall have first approved of in writing.

2.03.08     Once (at least) in every five years of the said term and in the last
            year of the said term (whether determined by affluxion of time or
            otherwise) to paint in a proper and workmanlike manner all the
            external wood metal and other external parts of the demised premises
            and all additions thereto usually or requiring to be painted or
            which ought to be so painted with at least three coats of good oil
            paint and in such colours as the Lessor shall have first approved of
            in writing and to prepare grain varnish french polish colour
            distemper wash down repoint whiten in a proper and workmanlike
            manner all the external parts of the demised premises and all
            additions thereon


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            usually or requiring to be so treated or which ought to be treated
            with suitable materials and in such colour as the Lessor shall have
            first approved of in writing, and where necessary and wherever
            appropriate treat with suitable preservative all stone work, brick
            work, concrete and other finishes to the reasonable satisfaction of
            the Lessor.

2.03.09     Concurrently with each such external painting to wash down and
            cleanse all external services of the demised premises which are
            usually or normally so dealt with.

2.03.10.    To clean and treat the external and internal surfaces of the windows
            of the demised premises at least once every two months.

2.03.11.    As often as may be necessary to clean and treat all tiles, glazed
            bricks, aluminium windows and doors and similar washable surfaces.

2.03.12.    To install such curtains and blinds in or on the windows of the
            demised premises or otherwise serving the same as the Lessor may


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            from time to time reasonably require in that behalf.

2.03.13.    Not to substitute any blinds, shutters or curtains in or on the
            windows of the demised premises without first obtaining the consent
            in writing of the Lessor nor to put or display on or in the demised
            premises any unsightly object which shall be visible from the
            exterior thereof.

2.03.14.    To keep all parts of the demised premises upon which there are no
            buildings erected in a neat and tidy condition and adequately
            surfaced and free from weeds and further to ensure that all
            landscaped areas are properly cultivated and maintained and all
            trees (if any) preserved.

2.04.       COVENANTS NOT TO MAKE ALTERATIONS WITHOUT THE CONSENT OF THE LESSOR

2.04.01.    Not to erect or suffer to be erected any new buildings or erection
            on the demised premises, or to alter, add to, cut, maim or injure or
            suffer to be altered, added to, cut, maimed or injured the demised
            premises


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            or any part thereof to include, without prejudice to the generality
            of the foregoing any of the ceilings roofs walls floors or timbers
            or electric cables, switches, junctions or points or the pipes taps
            or other apparatus of or the machinery on the demised premises,
            without the prior consent in writing of the Lessor (which consent
            shall not be unreasonably withheld however it will be reasonable to
            withhold Consent if said alteration would detract from the value of
            the Demised Premises).

2.04.02.    No to make or suffer to be made thereto any structural alteration
            addition or change or to make or suffer to be made any alteration,
            addition or change in the internal lay-out thereof or alter or
            change or suffer to be altered or changed the plan elevation or
            architectural decorations thereof or alter add to cut maim injure or
            change or suffer to be altered added to cut maimed or injured or
            changed any of the Lessor's fixtures and fittings and appliances in
            and about the demised premises without the prior consent in writing
            of the Lessor (which Consent shall not be unreasonably withheld


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            however it will be reasonable to withhold Consent if said alteration
            would detract from the value of the Demised Premises).

2.04.03.    To submit to the Lessor such Plans Drawings and Specifications as
            may reasonably be required in the consideration of any proposed
            alterations or additions and in respect of any alterations or
            additions for which the Lessor's consent in writing has been granted
            and to restore if so requested by the Lessor the demised premises to
            their former state at the end or sooner determination of the term
            hereby granted.

2.04.04     Not to erect any temporary partitions without the prior consent in
            writing of the Lessor (which Consent shall not be unreasonably
            withheld. It will be reasonable to withhold Consent if said
            alteration would detract from the value of the Demised Premises)
            PROVIDED HOWEVER that where such written consent shall be
            forthcoming the Lessee shall comply with all statutory requirements
            or requirements of any local or Statutory or Public or other
            Authority and in particular the requirements of the Local


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            Fire Authority.

2.04.05     Not without the consent in writing of the Lessor to carry out or
            suffer to be carried out in over or under the demised premises any
            development as defined by the Planning Legislation (which Consent
            shall not be unreasonably withheld. It will be reasonable to
            withhold Consent if said alteration would detract from the value of
            the Demised Premises) nor to do or omit or suffer to be done or
            omitted anything on or in connection with the demised premises the
            doing or omission of which would be a contravention of the Planning
            Legislation or of any notices, orders, licences, consents, or
            permissions served made granted or imposed thereunder or under any
            enactment repealed thereby and to indemnify the Lessor (as well
            after the expiration of the said term of affluxion of time or
            otherwise as during its continuance) and keep indemnified the Lessor
            against all actions, proceedings, damages, penalties, costs,
            charges, claims and demands in respect of such acts and omissions or
            any of them and against the costs of any application for Planning


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            Permission and the works and things done in pursuance thereof.

2.04.06.    No Clause.

2.04.07     In the event of the Lessor giving written consent to any of the
            matters in respect of which the provisions of this Lease or
            otherwise and in the event of permission from any Planning Authority
            under the Planning Legislation being necessary for any addition
            alteration or change in or to the Demised Premises or for the change
            of user thereof to apply at the cost of the Lessee to the Local and
            Planning Authorities for all consents and permissions which may be
            required in connection therewith and to give notice to the Lessor of
            the granting or refusal (as the case may be) of all such consents
            and permissions forthwith on the receipt thereof.

2.05.       COVENANT TO NOTIFY LESSOR OF ALL NOTICES

2.05.01     Within seven days of the receipt of any notice, order or proposal
            for a notice or order served on the Lessee or made, given or


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            issued to the Lessee by any Government Department or Local or public
            Authority by virtue of any statutory power to produce such
            permission, notice or order or proposal for a Notice or Order to the
            Lessor and also without delay to take all necessary Steps to comply
            with any such notice or order and also at the request of the Lessor
            but at the cost of the Lessee to make or join with the Lessor in
            making objections or making representations against or in respect of
            any such notice, order or proposal as aforesaid as the Lessor shall
            deem expedient.

2.06.       REMOVE ANY BREACH OF COVENANT

2.06.01.    On the request in writing of the Lessor or its agents forthwith to
            pull down and remove any building erection alterations or addition
            erected placed or made in breach of any of the foregoing covenants
            and if any portion of the demised premises has been altered pulled
            down or removed in breach of any of the foregoing covenants upon
            such request in writing as herein provided forthwith to amend
            restore replace or rebuild the demised premises according to


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            the original plans and elevations thereof.

2.07        COVENANTS NOT TO CREATE NUISANCES

2.07.01     No to do or suffer or bring in or upon the demised premises any
            thing which shall be noisy or cause vibration or which shall be
            either dangerous or a nuisance to the Lessor or to adjoining owners
            or occupiers or to any other party or the neighbourhood.

2.07.02     Not to do or suffer to be done upon or in connection with the
            demised premises or any part thereof anything which may be or become
            a danger annoyance nuisance inconvenience or disturbance to the
            Lessor.

2.07.03.    To pay all costs, charges and expenses which may be incurred by the
            Lessor in abating any danger, annoyance, nuisance, inconvenience or
            disturbance in respect of the demised premises.

2.08.       COVENANT NOT TO OVERLOAD THE DEMISED PREMISES


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2.08.01.    Not to do or suffer or bring in or upon the demised premises any
            thing which in the opinion of the Lessor shall be liable to damage
            the structure of the demised premises or any adjoining premises or
            cause any weight or strain in excess of that which the demised
            premises are capable of bearing with due margin for safety and in
            particular not to overload the floor area or the electrical
            installations or the other services of in or to the demised premises
            nor to suspend any excessive weight from the ceilings or walls
            stanchions or the structure thereof.

2.08.02.    The Lessee shall pay to the Lessor on demand all costs reasonably
            incurred by the Lessor in obtaining the opinion of a qualified
            structural engineer as to whether the structure of the demised
            premises is being or is about to be overloaded such costs only to be
            the liability of the Lessee in the event of overloading or likely
            future overloading.

2.9.        COVENANT TO GIVE NOTICE TO THE LESSOR OF ANY CLAIM AFFECTING THE
            PREMISES


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2.9.01.     To give immediate notice to the Lessor of any claim affecting the
            demised premises or any part thereof.

2.10.       COVENANTS IN RESPECT OF ASSIGNMENTS

2.10.01.    Not without the consent of the Lessor (and subject as hereinafter
            provided) to assign transfer or underlet or part with or share the
            possession or occupation of the demised premises or any part thereof
            or suffer any person to occupy the demised premises or any part
            thereof as a Licensee or as concessionaire BUT THAT NOTWITHSTANDING
            the foregoing the Lessor shall not unreasonably withhold its consent
            to an Assignment transfer or underletting of the entire of the
            demised premises PROVIDED ALWAYS that the Lessor shall be deemed to
            be acting reasonably should it refuse to consent to the assignment
            transfer or underletting of the demised premises to an Assignee or
            undertenant which shall not have given the Lessor satisfactory proof
            that it can meet the obligations to pay the rent and perform the
            covenants and obligations provided in this Lease or pay the rent


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            reserved by the underlease or perform the covenants and obligations
            provided in the underlease as the case may be.

2.10.02.    In the following sub-sub-clauses of this sub-clause 2.10.02 the word
            "assignment" shall include any transfer underletting parting with
            possession or occupation of the demised premises and the word
            "assignee" shall be construed accordingly.

2.10.03.    The Lessee shall prior to any such assignment apply to the Lessor
            and give all reasonable information concerning the proposed assignee
            as the Lessor may require.

2.10.04.    The Lessor's consent to any such assignment shall be given in
            writing.

2.10.05.    In the case of an under-lease (save by way of Mortgage) the same
            shall be of the entire of the demised premises and the under-lessee
            if required by the Lessor shall enter into a direct covenant with
            the Lessor to perform and observe all the covenants (other than that
            for payment of the rent hereby reserved) and conditions herein
            contained


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            and every such under-lease shall also be subject to the following
            conditions, that is to say that it shall contain:-

(a)         an unqualified covenant on the part of the under-Lessee not to
            assign transfer under-let or part with or share the possession or
            occupation of part only of the premises thereby demised;

(b)         a covenant on the part of the under-lessee not to assign transfer
            under-let or part with or share the possession or occupation of the
            whole of the premises thereby demised without obtaining the previous
            consent in writing of the Lessor;

(c)         a covenant condition or proviso under which the rent reserved by the
            under-lease shall be reviewed at the same times and in the same
            manner as provided in this Lease;

(d)         a covenant condition or proviso under which the rent from time to
            time payable under such under-lease shall not be less than the rent
            from time to time payable hereunder;

(e)         a covenant that any under-Leases granted out of such under-Lease
            whether immediately or mediately shall contain provisions similar to
            those hereinbefore in this paragraph


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            2.10.05 contained;

(f)         covenants and conditions in the same terms as nearly as
            circumstances admit as those contained in this Lease, which the
            Lessee covenants to enforce at its own expense;

(g)         A covenant not to vary the terms of any permitted Under-Lease
            without the prior consent of the Lessor or accept any surrender
            without the consent of the Lessor such consent not to be
            unreasonably withheld.

2.10.06.    The Lessee shall be entitled, but not without the consent of the
            Lessor, to sublet part only of the premises provided that any such
            sub-letting shall comprise an entire floor of the premises and shall
            be for a period not greater than two years and nine months and under
            no circumstances shall any sub-lessee or other party other than the
            Lessee herein acquire any right to remain in the premises pursuant
            to the Landlord & Tenant Acts and further that the provision as
            contained in Clause 2.10 shall apply to any such sub-letting.

2.11.       COVENANT NOT TO DISCHARGE DELETERIOUS MATTER


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2.11.01.    Not to stop up obstruct or injure or suffer to be stopped up
            obstructed or injured or to suffer oil grease or other noxious or
            deleterious matters or substances to enter the drains sewers gutters
            pipes channels and watercourses serving the demised premises and in
            the event of the same becoming stopped up obstructed or injured to
            make good as soon as practicable all such damage and any damage
            thereby caused to the demised premises to the satisfaction of the
            Lessor.

2.11.02     Not to discharge or allow to be discharged or passed any noxious
            gases vapours or deleterious matters from the demised premises or
            any solid matter from the demised premises into the drains or sewers
            as aforesaid nor to discharge or allow to be discharged therein any
            fluid of a poisonous or noxious nature or of a kind calculated to or
            that does in fact destroy sicken or injure the fish or contaminate
            or pollute the water or any stream or river and not to do or omit or
            allow or suffer to be done or omitted any act or thing whereby the
            waters of any stream or river may be polluted or the composition
            thereof so changed as to


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            render the Lessor liable to any action or proceedings by any person
            whomsoever.

2.12.       COVENANT NOT To ADVERTISE

2.12.01.    Not without the consent in writing of the Lessor to affix or display
            or suffer to be affixed or displayed to or upon any part of the
            demised premises any sign hoarding poster placard or advertisement
            whatsoever which shall be visible from the outside of the demised
            premises except such as in the opinion of the Lessor shall be
            reasonably necessary in connection with the trade or business
            lawfully carried on upon the demised premises and as shall be
            approved in writing by the Lessor PROVIDED HOWEVER that nothing
            herein contained shall amount to a consent to the affixing to or the
            display or retention on the demised premises of any sign hoarding
            poster placard or advertisement without such permission approval or
            consent as may be requisite pursuant to Planning Legislation.

2.13.       COVENANT TO PERMIT LESSOR AFFIX NOTICES FOR THE RE-LETTING OR SALE
            OF THE PREMISES


                                       29
<PAGE>   30

2.13.01.    To permit the Lessor during the six months immediately preceding the
            expiration or sooner determination of the term hereby granted to
            affix and retain without interference upon any part of the demised
            premises notices for the re-letting or sale of the same.

2.13.02     At all convenient hours in the daytime on seventy-two hours notice
            being given to permit all prospective purchasers or dealers in the
            reversionary interests of the Lessor by order in writing of the
            Lessor or his agents to view the demised premises without
            interruption but so that no undue interference is caused to the
            business of the Lessee.

2.14.       COVENANTS AS TO USER

2.14.01.    Not without the consent in writing of the Lessor to use or permit or
            suffer the demised premises or any part thereof to be used for any
            purpose other than offices, showrooms and car parking subject to the
            conditions set out at paragraph 2.14.02 (c) and not without the
            Lessor's consent in


                                       30
<PAGE>   31

            writing to use or permit or suffer the same or any part thereof to
            be used for any other purpose. IT IS HEREBY AGREED that it would be
            reasonable for the Lessor to refuse to grant such consent to a
            change of user of the premises on the grounds that such change of
            user sought would substantially increase the rate of insurance in
            respect of the demised or neighbouring or adjoining premises owned
            by the Lessor.

2.14.02.    Without prejudice to the generality of the foregoing provisions;

(a)         not to use or suffer the demised premises or any part thereof to be
            used as a residence or permit any person to sleep on the demised
            premises nor to use or suffer the demised premises or any part
            thereof to be used for public charitable or institutional purposes
            nor in a manner not consistent with the requirements for the time
            being of Planning Legislation;

(b)         not to keep or allow to remain in or upon the demised premises any
            animal save such as may be necessary for the protection of the
            demised premises and not to use the demised


                                       31
<PAGE>   32

            premises for any illegal purpose or to hold or permit any auction
            (including any auction of motor vehicles of any description) on the
            demised premises.

(c)         not without the consent in writing of the Lessor to keep or suffer
            to be kept on the demised premises any material of a dangerous
            combustible explosive or offensive nature (including petrol) or the
            keeping of which may in law constitute a nuisance or require a
            licence of some Local Public or other Authority.

2.14.03.    So long as and as often as the demised premises or any part thereof
            shall be used for the purposes of offices to comply with all the
            requirements of the Factories Acts and Office Premises Act and of
            any Act or Acts amending extending or replacing same and of any
            Rules or Regulations made or to be made thereunder and with any
            other obligations imposed by law in regard to the demised premises
            and the carrying on of the trade or business for the time being
            carried on upon the demised premises and to indemnify the Lessor
            against all liability in respect of any contravention of such


                                       32
<PAGE>   33

            requirements.

2.15.       COVENANT TO PREVENT ENCROACHMENTS AND NEW EASEMENTS

2.15.01     Not knowingly to permit or suffer encroachment upon the demised
            premises or the acquisition of any new right to light passage
            drainage or other easement on or over under the demised premises and
            if any encroachment or easement shall be made or acquired or
            threatened to be acquired forthwith to give notice to the Lessor and
            at the costs of the Lessee to do all such things as may be proper or
            necessary for the purpose of preventing the making of such
            encroachment or the acquisition of such easement or right PROVIDED
            ALWAYS that if the Lessee shall omit or neglect to do all such
            things as aforesaid it shall be lawful for the Lessor to enter upon
            the demised premises for the purpose of protecting the same.

2.16        COVENANT TO PAY V.A.T. STAMP DUTY AND REGISTRATION FEES


                                       33
<PAGE>   34

2.16.01     To pay all Value Added Tax on the granting of this Lease and to pay
            the Stamp Duty on this Lease and Counterpart and the costs of
            registration hereof and to pay any Value Added Tax or other
            substituted similar tax due on any rents payable hereunder and to
            keep the Lessor indemnified against same.

2.17.       COVENANT TO INDEMNIFY LESSOR

2.17.01     To indemnify and keep indemnified the Lessor against all and any
            expenses costs claims demands damages and other liabilities
            whatsoever in respect of the injury or death of any person or damage
            to any property however arising directly or indirectly out of:-

(a)         the state of repair or condition of the demised premises;

(b)         the existence of any alteration thereto or to the state of repair of
            condition of such alteration;

(c)         the user of the demised premises;

(d)         any work carried out or in the course of being carried out to the
            demised premises by the Lessee its servants agents sub-lessees or
            sub-tenants;


                                       34
<PAGE>   35

(e)         anything now or hereafter attached to or projecting therefrom or any
            other cause arising out of the demised premises.

2.18.       NOT TO STORE DANGEROUS SUBSTANCES

2.18.01     Not to have store or keep upon the demised premises or any part
            thereof any substance of an explosive or of an especially
            inflammable or dangerous nature or such as might increase the risk
            of fire or explosion or which might attack or in any way injure by
            percolation corrosion or otherwise the demised premises or the
            keeping or use whereof may contravene any statute or local
            regulation or bye-law and not to house or operate or permit to be
            housed or operated in or upon the demised premises or any part
            thereof any engine or machinery of any kind other than the usual
            machines relating to the Lessee's business and which are not likely
            to cause any undue vibration or be or become a nuisance annoyance or
            disturbance to any other tenants or occupiers in any adjoining or
            neighbouring premises.

2.19.       LESSOR'S ACCESS


                                       35
<PAGE>   36

2.19.01.    To permit the Lessor (on giving the Lessee reasonable notice) at all
            reasonable times to enter the demised premises for the purpose of
            viewing the state of repair and condition thereof and to take
            Inventories of the Lessor's fixtures therein and to ensure that
            nothing has been done that constitutes a breach of any of the
            covenants herein contained.

2.19.02.    To permit the Lessor to remedy, repair and make good all breaches
            defects and wants of reparation for which the Lessee is liable
            hereunder of which written notice shall be given by the Lessor to
            the Lessee and of which the Lessee shall be liable to remedy repair
            or make good under the covenants herein contained within one
            calendar month after the giving of such notice.

2.19.03.    Should the Lessee at any time make default in the performance of any
            of the covenants herein contained for or in relation to the repair
            maintenance or decoration of the demised premises it shall be lawful
            for the Lessor or the Lessors agents and workmen but without
            prejudice to the right of re-entry


                                       36
<PAGE>   37

            herein provided to enter upon the demised premises and to remedy
            repair make good cleanse maintain and amend the same accordingly.

2.19.04.    All expenses incurred thereby (including surveyors and other
            professional fees) shall be a debt due and be repaid by the Lessee
            to the Lessor on demand and if not so paid shall be recoverable by
            the Lessor as liquidated damages.

2.19.05.    To permit the Lessor or the Lessors agents and workmen and (if
            authorised by the Lessor) the Tenants occupiers of any adjoining or
            neighbouring premises or their respective agents and workmen at any
            time or times on giving reasonable written notice to the Lessee
            (except in cases of emergency) to enter upon the demised premises
            for executing repairs or alterations in respect of adjoining or
            neighbouring premises or for making repairing maintaining renewing
            connecting or cleansing any pipes, drains, channels, watercourses,
            sewers, wires or cables belonging to or leading to or from the same
            (the Lessor or person so entering


                                       37
<PAGE>   38

            making good to the Lessee all damage thereby occasioned but without
            compensation for any annoyance or inconvenience caused to the
            Lessee).

2.19.06.    The carrying out by the Lesser of any repairs pursuant to the
            provisions of these Clauses shall not imply or be seemed to imply or
            impute any liability on the Lessor to carry out any repairs of any
            kind to the premises or to reduce or mitigate in any way whatever
            the liability of the Lessee for carrying out all repairs to the
            premises and which shall at all times remain the liability of the
            Lessee.

2.20        INDEMNIFY LESSOR

2.20.01     Fully and effectually to indemify the Lessor against the breach
            non-performance or non-observance by the Lessee of any of the
            covenants and conditions on the part of the Lessee herein contained
            and against any actions costs claims expenses and demands whatsoever
            or howsoever arising in respect of or as a consequence (whether
            direct or indirect) of any such breach non-performance


                                       38
<PAGE>   39

            or non-observance.

2.21.       COVENANT TO YIELD UP

2.21.01.    To yield up the demised premises unto the Lessor at the expiration
            or sooner determination of the term hereby created together with all
            the keys thereof and all fixtures of every kind in or upon the
            demised premises or which during the term may be affixed or fastened
            to or upon the same except Lessee's (or lawful under-Lessee's)
            fixtures (including partitions and doors erected by the Lessee with
            the written consent of the Lessor) having previously been removed
            and all damage occasioned by such removal having been made good
            except in the event of sale of such items to an incoming tenant.

3.00        LESSOR'S COVENANTS

3.01.       The Lessor hereby covenants with the Lessee in the manner following:

3.01.01.    That the Lessee paying the rents hereby reserved and performing and
            observing the


                                       39
<PAGE>   40

            covenants and agreements on its part herein contained shall and may
            peaceably hold and enjoy the demised premises during the said term
            without any interruption by the Lessor or any person or persons
            lawfully claiming under or through or in trust for the Lessor in
            that behalf.

4.00.       INSURANCE

4.01.       Subject to the Lessor being able to effect insurance against any one
            or more of the items referred to in this Sub-Clause and subject to
            reimbursement by the Lessee of the sums referred to in paragraph 3.3
            (ii) of the reddendum, the Lessor covenants to insure the following
            in the name of the Lessor:-

4.01.01     The premises against loss or damage by the Insured Risks in the full
            reinstatement cost thereof (to be determined from time to time by
            the Lessor or the Lessor's Surveyor) including:

4.01.01.1   Architects, Surveyors, Consultants and other Professional fees
            (including Value Added Tax


                                       40
<PAGE>   41

            thereon);

4.01.01.2   The costs of shoring up, demolishing, site clearing and similar
            expenses;

4.01.01.3   All stamp duty and other taxes and duties exigible on any building
            or like contract as may be entered into and all other incidental
            expenses relative to the reconstruction, reinstatement or repair of
            the Premises;

4.01.01.4   A provision for inflation as the Lessor in its absolute discretion
            shall deem appropriate.

4.01.02.    The loss of rent, from time to time payable, or reasonably estimated
            to be payable under this Lease (taking account of any review of the
            rent which may become due under this Lease) following loss or damage
            to the Premises by the Insured Risks, for three (3) years or such
            longer period as the Lessor may, from time to time, reasonably deem
            to be necessary, having regard to the likely period required for
            obtaining planning permission and bye-law approval (if applicable)
            and any other consents and


                                       41
<PAGE>   42

            approval for reinstating the Premises.

4.01.03.    Property owners and other liability of the Lessor arising out of or
            in relation to the Premises; and

4.01.04.    Such other insurances as the Lessor may, in its discretion from time
            to time, deem necessary to effect.

4.01.05     The Lessor agrees that it shall effect such insurances as are
            provided for in this Clause with an Insurance Company of repute and
            at a rate similar to other rates pertaining in the City of Dublin
            from time to time in respect of the insured risks as set out above.

5.00.       LANDLORD TO PRODUCE EVIDENCE OF INSURANCE

5.01.       At the request of the Lessee, the Lessor shall and hereby covenants
            with the Lessee to produce to the Lessee a copy or extract duly
            certified by the Lessor of the policy or policies of such insurance
            and a copy of the receipt or receipts for the last premium or (as
            the Lessor's option) reasonable


                                       42
<PAGE>   43

            evidence from the insurers of the terms of the insurance policy or
            policies and the fact that the policy or policies is or are
            subsisting and in effect.

6.00.       NON-PAYMENT OF RENT

6.01.01     PROVIDED ALWAYS and it is hereby agreed that if the rent or
            additional rent herby reserved or any part thereof shall at any time
            be in arrears and unpaid for twenty one days after it becomes due
            (whether legally demanded or not) or if the Lessee shall go into
            liquidation (not being a voluntary liquidation for the purpose only
            of reconstruction) or receivership or if the Lessee being an
            individual or firm shall become bankrupt or make any arrangement or
            composition with his or its Creditors or if any covenant condition
            or agreement on the part of the Lessee herein contained shall not be
            performed or observed then and in any such case it shall be lawful
            for the Lessor or any person or persons duly authorised in that
            behalf to enter into or upon the demised premises or any part
            thereof in the name of the whole to hold and enjoy


                                       43
<PAGE>   44

            henceforth as if these presents had not been made.

6.01.02     Without prejudice to any right of action or remedy of the Lessor in
            respect of any antecedent breach by the Lessee of any of the
            stipulations herein contained and on the happening of any of the
            said events it shall also be lawful for the Lessor to determine this
            demise by serving on the Lessee a Notice to Quit and deliver up
            possession of the demised premises within fourteen days of the
            service of the said Notice to Quit the said Notice expiring on any
            day not necessarily a gale day and any day of the week and upon the
            expiration of such Notice the tenancy hereby created shall be deemed
            to have been duly determined by such Notice to Quit and the Lessor
            shall thereupon be entitled to possession of the demised premises as
            of its former estate and as if the tenancy hereby created had never
            existed such Notice to Quit must be served by the Lessor on the
            Lessee by Registered Post addressed to the Lessee at the Demised
            Premises.


                                       44
<PAGE>   45

7.00.       SUSPENSION OF RENT

            If during the Term the Premises shall be destroyed or damaged by any
            of the Insured Risks so as to be unfit for occupation or use and the
            policy or policies of insurance effected by the Lessor shall not
            have been vitiated or payment of the policy monies withheld or
            refused in whole or in part in consequence of any act neglect or
            default of the Lessee its servants agents or licensees the rent or a
            fair proportion thereof according to the nature and extent of the
            damage sustained shall be suspended until the Premises shall have
            again been rendered fit for occupation or use by the Lessee or until
            the expiration of three years from the date of the destruction or
            damage whichever is the shorter and any dispute concerning the
            provisions of this Clause shall be determined by a single arbitrator
            in accordance with the provisions of the Arbitration Acts 1954 and
            1980 or any statutory enactment in that behalf for the time being in
            force.


                                       45
<PAGE>   46

8.00        REBUILD

8.01.       If the Premises or any part thereof are destroyed or damaged by any
            of the Insured Risks then:-

8.01.1.     Unless payment of the insurance monies shall be refused in whole or
            in part by reason of any act, neglect, default of the Lessee or the
            servants, agents, licensees or invitees of the Lessee or any under-
            Lessee or any person under its or their control; and

8.01.2.     Subject to the Lessor being able to obtain any necessary planning
            permission and bye-law approval and all other necessary licences,
            approvals and consents (in respect of which the Lessor shall use its
            reasonable endeavours to obtain); and

8.01.3.     Subject to the necessary labour and materials being and remaining
            available (in respect of which the Lessor shall use its reasonable
            endeavours to obtain as soon as practicable), the Lessor shall lay
            out the proceeds of such insurance, (other than any


                                       46
<PAGE>   47

            in respect of the loss of rent) in the rebuilding and re-instating
            of the Premises or the part or parts thereof so destroyed or
            damaged, substantially as the same were prior to any such
            destruction or damage (but not so as to provide accommodation
            identical in layout and manner or method of construction if it would
            not be reasonably practical to do so).

9.00.       RE-INSTATEMENT PREVENTED

9.01.       If the Lessor is prevented by circumstances outside its control from
            rebuilding or reinstating the Premises, the Lessor shall be relieved
            from such obligation and shall be solely entitled to all the
            insurance moneys and if such rebuilding and reinstating shall
            continue to be so prevented for three (3) years after the date of
            the destrucction or damage and this Lease has not been terminated by
            frustration, the Lessor may at any time after the expiry of such
            three (3) years by written notice given to the Lessee determine this
            Lease and the Lessor shall be solely entitled to all the insurance
            monies (if not already in the possession of the Lessor) but without


                                       47
<PAGE>   48

            prejudice to any claim by either party against the other in respect
            of any antecedent breach of covenant.

10.00       NOTICES

10.01       Any Notice to be given hereunder or pursuant to the provisions
            contained in any Schedule hereto shall be sufficiently served if
            delivered or sent by Registered prepaid post to the Lessor at its
            Registered Office for the time being or the Lessee at its registered
            office for the time being or at the demised premises or in case the
            Lessee shall be an individual at the premises or at his last known
            address and such Notice shall be deemed to have been given when
            delivered at the time of delivery or when posted at the expiration
            of forty eight hours after the envelope containing same and properly
            addressed was put in the post PROVIDED ALWAYS in the event of postal
            services being suspended or curtailed within the State the Lessor
            shall be entitled to serve such notice by advertisement in a daily
            newspaper in Dublin in which case the notice shall be deemed to have
            been served one week after


                                       48
<PAGE>   49

            the insertion of such advertisement.

10.02.      In the event of the Lessor or the Lessee being a Company and not
            having a Registered Office in the State it shall be lawful to serve
            any Notice on the Registrar of Companies for the time being.

11.00.      DEFINITIONS AND MEANINGS

11.01.      In these presents and in the Schedules thereto where the context so
            admits words importing the neuter gender only shall include the
            masculine or feminine gender as appropriate and words the masculine
            gender only shall include the feminine gender and words importing
            the singular number only shall include the plural number and vice
            versa and where the Lessee shall from time to time be or consist of
            two or more persons the covenant herein expressed to be made by the
            Lessee shall be deemed to be made by such persons jointly and
            severally.

12.00       CONSENTS


                                       49
<PAGE>   50

12.01.      Any provisions requiring the consent of the Lessor shall be deemed
            to require also the consent of any Mortgagees of the Lessor's
            interest where necessary and any indemnity to be given to the Lessor
            shall be deemed to include any Mortgagees of the Lessor's interest
            where necessary and any such consent may be given by an Agent duly
            authorised.

13.00       INTEREST

13.01.      It is hereby agreed by and between the parties hereto and without
            prejudice to any other rights or remedies of the Lessor on foot of
            these presents that all sums payable by the Lessee to the Lessor
            hereunder whether in respect of rent or otherwise shall bear
            interest from the date on which they shall fall due at whichever is
            the greater of the following rates:-

            (i)   eighteen per cent per annum or

            (ii)  three per cent over the then current "A.A." overdraft rate
                  charged by the Associated Banks AND all such interest shall be
                  recoverable as if the same


                                       50
<PAGE>   51

                  were rent PROVIDED ALWAYS that no such interest shall be
                  eligible in respect of payments made within seven days after
                  the same shall have become due.

14.00       ADDRESS OF LESSEE

14.01.      The Registered address in the state of the Lessee for service of
            Notices and its description are:

                                 FIRST SCHEDULE

                             "The Demised Premises"

ALL THAT AND THOSE the premises now known as Premier Group House situate at the
junction of Ringsend Road and South Dock Road, Dublin more particularly edged
red on the map annexed hereto comprising an office building and car parking
spaces.

                                 SECOND SCHEDULE

1.    Unto the Lessor its Lessees Licensees and all other persons authorised by
      the Lessor the owners


                                       51
<PAGE>   52

      and occupiers for the time being of adjoining or adjacent lands and
      premises the free passage and running of water soil gas electricity and
      other services or supply through the drains sewers water gas electricity
      mains pipes cables wires watercourses conduits and subways which are now
      or may hereafter be laid down placed in over or under the demised premises
      to and from any adjoining or adjacent land and premises or any part
      thereof with power for such persons or any of them and the workmen of any
      of them:-

(a)   To enter on the demised premises and construct therein thereunder drains
      sewers water gas and water gas and electric mains pipes and cables from
      any other part of the said adjoining or adjacent lands and premises and to
      connect the said drains sewers water gas and electric mains pipes and
      cables doing as little damage as possible to the demised premises and not
      interfering with any buildings erected or to be erected thereon and making
      good their surface with all reasonable despatch at the cost and expense of
      the person or corporation who shall have caused such works to be carried
      out; and

(b)   To enter on the demised premises for the purpose of cleansing repairing
      and renewing the said


                                       52
<PAGE>   53

      drains sewers water gas and electric mains pipes and cables doing as
      little damage as possible to the lands comprised in the demised premises
      and making good the surface with all reasonable despatch at the cost and
      expense of the person or corporation who shall have caused such works to
      be carried out.

                                 THIRD SCHEDULE

                                  (Rent Review)

1.    Definitions

      In this Schedule, the following expressions shall have the following
      meanings:-

1.1.  "Review Date" means the 20th November 1997, 20th November 2002, 20th
      November 2007, 20th November 2012, 20th November 2017 and 20th November
      2022 and "Relevant Review Dates" shall be construed accordingly;

1.2.  "Open Market Rent" means the full open market yearly rent at which the
      Premises might reasonably be expected to be let in the open market with
      vacant possession at the Relevant


                                       53
<PAGE>   54

      Review Date by a willing Lessor to a willing Lessee and without any
      premium or any other consideration for the grant thereof for a term
      commencing on the Relevant Review Date and equal in duration to the full
      term granted by this Lease and otherwise on the same terms and conditions
      and subject to the same covenants and provisions contained in this Lease
      (other than the amount of the rent payable hereunder but including these
      provisions for the review of rent) and having regard to other open market
      rental values current at the Review Date in so far as the Surveyor may
      deem same to be pertinent to the matters under consideration by him and
      making the Assumptions but disregarding the Disregarded Matters;

1.3.  "The Assumptions" mean the following assumptions (if not facts) at the
      relevant Review Date:-

      (a)   that the premises are fitted out with the Lessor's fixtures and
            fittings specified in the Fourth Schedule hereto (if any) and are
            equipped and ready for immediate use and may be lawfully used as
            offices with car parking;


                                       54
<PAGE>   55

            or its predecessors in title) carried out after the date of this
            Lease with all necessary consents (where required) having first been
            obtained by the Lessee or any permitted under-Lessee;

1.5.  "the Surveyor" means an independent chartered surveyor of not less than
      five (5) years standing, who is experienced in the valuation and leasing
      of property similar to the Premises and is acquainted with the market in
      the area in which the Premises are located, appointed from time to time to
      determine the Open Market Rent pursuant to the provisions of this
      Schedule;

1.6.  "the Chairman" means the Chairman for the time being of the Society of
      Chartered Surveyors in the Republic of Ireland and includes the duly
      appointed deputy of the Chairman or any person authorised by the Chairman
      to make appointments on his behalf;

1.7.  "Rent Restrictions" means the restrictions imposed by any statute for the
      control of rent in force on a Review Date or on the date on which any
      increased rent is ascertained in accordance with this Schedule and which
      operate to impose


                                       57
<PAGE>   56

      any limitation, whether in time or amount, on the collection of an
      increase in the rent first reserved by this Lease or any part thereof.

2.    Upwards only rent review

      The rent first reserved by this Lease shall be reviewed at each Review
      Date in accordance with the provisions of this Schedule and, from and
      including each Review Date, the rent shall equal the higher of either the
      rent payable immediately before the Relevant Review Date or the Open
      Market Rent on the Relevant Review Date, as agreed or determined pursuant
      to the provisions of this Schedule.

3.    Agreement or determination of the reviewed rent

      The Landlord may seek at any time, not more than twelve (12) months before
      any Review Date and any time thereafter, by notice in writing to the
      Tenant, a review of the rent in accordance with the provisions of this
      Schedule. If the Landlord and the Tenant cannot agree on the Open Market
      Rent, either party may (whether before or after the Relevant Review Date)
      by notice in writing to the other party require the Open Market Rent to be
      determined by the Surveyor.


                                       58
<PAGE>   57

4.    Appointment of Surveyor

      In default of agreement between the Landlord and the Tenant on the
      appointment of the Surveyor, the Surveyor shall be appointed by the
      Chairman on the written application of the Landlord, such application to
      be made in the case of the Landlord, not earlier than nine (9) months
      before and not later than twelve (12) months after the Relevant Review
      Date and in the case of the Tenant not more than three (3) months before
      the date of the Landlord's notice seeking review of the rent herein and
      not later than twelve (12) months after the Relevant Review Date.

5.    Functions of the Surveyor

      The Surveyor shall:-

      (a)   Act as an Arbitrator in accordance with the Arbitration Acts 1954 to
            1980.

      (b)   Invite the Landlord and the Tenant to submit to him, within such
            time limits (not being less than fifteen (15) working days) as he
            shall consider appropriate, a valuation accompanied, if desired, by
            a statement of


                                       59
<PAGE>   58

            reasons and such representations as to the amount of the Open Market
            Rent with such supporting evidence as they may respectively wish;

      (c)   Within sixty (60) days of his appointment, or within such extended
            period as the Landlord and the Tenant shall jointly agree in
            writing, give to each of them written notice of the amount of the
            Open Market Rent as determined by him.

      (d)   In any event not make an award at less than the full annual rent
            then payable by the Tenant immediately prior to the Review Date.

6.    Fees of Surveyor

      The fees and expenses of the Surveyor (if acting as an expert) including
      the costs of his nomination shall be in the award of the Surveyor (but
      this shall not preclude the Surveyor from notifying both parties of his
      total fees and expenses notwithstanding the non-publication at that time
      of his award) and, failing such award, the same shall be payable by the
      Landlord and the Tenant in equal shares who shall each bear their


                                       60
<PAGE>   59

      own costs, fees and expenses. Without prejudice to the foregoing, both the
      Landlord and the Tenant shall each be entitled to pay the entire fees and
      expenses, due to the Surveyor and thereafter recover as a simple contract
      debt the amount (if any) due from the party who failed or refused to pay
      same.

7.    Appointment of new Surveyor.

      If the Surveyor fails to give notice of his determination within the time
      aforesaid, or if he dies, or is unwilling to act, or becomes incapable of
      acting, or if, for any other reason, he is unable to act, either party may
      request the Chairman to discharge the Surveyor and appoint another
      Surveyor in his place to act in the same capacity, which procedure may be
      repeated as many times as necessary.

8.    Interim payments pending determination

      In the event that by the Relevant Review Date the amount of the reviewed
      rent has not been agreed or determined as aforesaid (the date of agreement
      or determination being herein called "the Determination Date") then, in
      respect of the


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<PAGE>   60

      period (herein called "the Interim Period") beginning with the Relevant
      Review Date and ending on the day before the Quarterly Gale Day following
      the Determination Date, the Tenant shall pay to the Landlord rent at the
      yearly rate payable immediately before the Relevant Review Date, and on
      the Determination Date, the Tenant shall pay to the Landlord, on demand as
      arrears of rent, the amount (if any) by which the reviewed rent exceeds
      the rent actually paid during the Interim Period (apportioned on a daily
      basis) together with interest thereon at the Base Rate from the Relevant
      Review Date to the date of actual payment.

9.    Rent Restrictions

      On each and every occasion during the Term that Rent Restrictions shall be
      in force, then and in each and every case:

      (i)   the operation of the provisions herein for review of the rent shall
            be postponed to take effect on the first date or dates thereafter
            upon which such operation may


                                       62
<PAGE>   61

            occur, and

      (ii)  the collection of any increase or increases in the rent shall be
            postponed to take effect on the first date or dates thereafter that
            such increase or increases may be collected and\or retained in whole
            or in part and on as many occasions as shall be required to ensure
            that collection of the whole increase,

      AND until the Rent Restrictions shall be relaxed either partially or
      wholly the rent reserved by this Lease (which if previously reviewed shall
      be the rent payable under this Lease immediately prior to the imposition
      of the Rent Restrictions) shall (subject always to any provision to the
      contrary appearing in the Rent Restrictions) be the maximum rent from time
      to time payable hereunder.

10.   Memoranda of reviewed rent

      As soon as the amount of any reviewed rent has been agreed or determined,
      memoranda thereof shall be prepared by the Landlord or its Solicitors and
      thereupon shall be signed by or on behalf of the Landlord and the Tenant
      shall be responsible for and shall pay to the Landlord the


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<PAGE>   62

      stamp duty (if any) payable on such memoranda and any counterparts thereof
      but the parties shall each bear their own costs in respect thereof.

11.   Time not of the essence

      For the purpose of this Schedule, time shall not be of the essence.

                                 FOURTH SCHEDULE

                         (Landlords Fixtures & Fittings)

Reception Area -        1 Reception Desk complete with drawers.
                        Teak Stairs with Brass Handrail.

Landing -               2 Landing Railings with Brass Handrail.

GROUND FLOOR -          Small Reception Area \ Demonstration \ Meeting Room \
                        Office. Carpets fitted throughout.

Managers Office -       Carpet Tiles.

Computer Service
Department -            Lino. Total 9 Doors in the Ground Floor Area. Partitions
                        and False Ceilings throughout.

Sales Directors
Office -                Carpet.

Demonstration
Room\Showroom -         Carpet.

Corridors and
Landings -              Carpet throughout.

Sales Manager -         Carpet Tiles.

General Sales Office -  Carpet Tiles.


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<PAGE>   63

General Sales -         Carpet Tiles.

Company Secretary
Office -                Carpet Tiles.

MEZZANINE FLOOR -       Total 22 Doors. Partitions and False Ceilings throughout

Ladies Toilets -        4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.

Gents Toilets -         4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.

Canateen Area -         Wall Units, 1 Mini Kitchen Unit (Fridge, Sink and 2 Ring
                        Cooker).

Backstairs -            Carpeted throughout.

1ST FLOOR

Ladies Toilets -        4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.

Gents Toilets -         4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.

Canteen Area -          Wall Units, 1 Mini Kitchen Unit (Fridge, Sink and 2 Ring
                        Cooker).

2 General
Offices -               Carpet tiles.

Implementation
Room -                  Carpet Tiles.

Software -              Carpet Tiles.

Software Manager
Office -                Carpet Tiles.

Financial
Controller -            Carpet Tiles.

M\D Office -            Carpet.

Main Corridor
and Landing -           Carpet. Total 19 Doors.

1 Fire Alarm throughout Building.
1 Alarm System througout Building.


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<PAGE>   64

IN WITNESS whereof the Lessor has hereunto signed his name and affixed his seal
and the Lessee has hereunto affixed its Common Seal the day and year first
herein written.

SIGNED SEALED AND DELIVERED           /s/ Joseph Cosgrave
by the said JOSEPH COSGRAVE,          /s/ Peter Cosgrave
PETER COSGRAVE AND MICHAEL            /s/ Michael Cosgrave
COSGRAVE in the presence of:

      /s/ [ILLEGIBLE]
      /s/ [ILLEGIBLE]
      /s/ [ILLEGIBLE]

PRESENT when the Common Seal
of PREMIER GROUP LIMITED
was affixed hereto:-

      /s/ [ILLEGIBLE]                 /s/ [ILLEGIBLE]
      /s/ [ILLEGIBLE]                 /s/ [ILLEGIBLE]
      /s/ [ILLEGIBLE]
      /s/ [ILLEGIBLE]


                                       66
<PAGE>   65

                                 [MAP OMITTED]

<PAGE>   66

                        DATED THIS     DAY OF      1992

                        -------------------------------

                         JOSEPH COSGRAVE, PETER COSGRAVE
                         AND MICHAEL COSGRAVE

                                             1st Part:

                         PREMIER GROUP LIMITED

                                             2nd Part:

                                      LEASE

                                          -----------------------

                                               [ILLEGIBLE]

                                          -----------------------

                                 SHEEHAN & CO.,
                                   Solicitors,
                                1, Clare Street,
                                    Dublin 1.


                                       67