EXHIBIT 10.19  THIS
LEASE made the 20th day of September
1994 BETWEEN ALLMAN EQUITIES LIMITED
having its registered office at 3 Herbert Road, Bray, in the County of Wicklow
(hereinafter called the Lessor which expression shall include its successors
and assigns) of the One Part and CHAMFIELD
LIMITED of Kilbride Industrial Estate, Arklow, County Wicklow,
(hereinafter called the Lessee which expression shall unless otherwise stated
include its successors and permitted assigns) of the other part.  WITNESSETH
as follows;  1.             In consideration of the rents covenants and conditions
hereinafter reserved and contained and on the part of the Lessee to be paid
observed and performed the Lessor HEREBY
DEMISES unto the Lessee ALL
THAT AND THOSE the premises more particularly described in the
Schedule hereto TOGETHER WITH;  1-1.          the factory and other buildings erected thereon and the
Lessors fixtures fittings and equipment therein or thereon (all which said
land buildings fixtures fittings and equipment are hereinafter collectively
called the demised premises) and;  1-2.          full and free right of access in common with the Lessor and
all other persons who now have or shall hereafter have the like right at all
reasonable times over the roads coloured yellow on the Plan annexed hereto for
the purposes of access to and egress from the demised premises.  EXCEPTING
AND RESERVINGunto the Lessor;  (a)     the free and uninterrupted passage and
running of water soil and effluent drainage gas water oil and electricity steam
telephone or any other service or supply to and from the other buildings and
lands the  
   property of the Lessor and its
tenants adjoining or near to the demised premises through the sewers drains
watercourse conduits pipes wires and cables which now are or may hereafter
within the period of 21 years from the date of this Lease during the term
hereby granted be in or over under or upon the demised premises;  (b)     at any time hereafter and from time to time
full right and liberty to execute works services and erections and buildings
upon or alter or rebuild any of the erections services and buildings erected on
its adjoining and neighbouring lands and to use the same as it may think fit;  (c)     the full and free right and liberty to the
Lessor its servants and agents to enter (after at least two days notice except
in the case of emergency) upon the demised premises at all reasonable times for
the purpose of connecting, laying, inspecting, repairing, cleaning,
maintaining, altering, replacing or renewing any sewer, drain, main, pipe,
wire, cable, watercourse, channel, conduit or subway including the provision of
a water meter and to erect, construct or lay in, over, under or across the
demised premises not built upon any sewers, drains, main, pipes, wires, cables,
poles, structures, fixtures or other works for the drainage of or for the
supply of water gas electricity oil telephone telex heating steam radio and
television signals and other services to other premises of the Lessor causing
as little inconvenience as possible to the Lessee and the Lessor making good
any damage to the demised premises thereby occasioned;  (d)     all rights easements and privileges now
belonging to or enjoyed by any adjoining property;  All mines, minerals, quarries
and royalties whatsoever in or under the demised premises during the term of
the  2 
   demise are excepted and
reserved out of the demise.  TO
HOLD the same unto the Lessee for the term of
thirty-five years from the 1st day of April, 1994 subject to the covenants
terms and conditions hereinafter contained paying therefor unto the Lessor for
the period up to and including the 31st day of March, 1999 the yearly rent of
£74,357.65 (hereinafter when specifically referred to called the first
reserved rent and thereafter a rent to be determined as provided in clause 3
hereof (hereinafter when specifically referred to called the reviewed rent)
such rent to be paid without any deduction in advance on the 1st January, 1st
April, 1st July, 1st October, in every year, the first payment to be made on
the execution hereof and to be in respect of the period from the 23rd day of
May, 1994 to the 30th day of September, 1994.  2.             The Lessee hereby covenants with the Lessor as follows:  2-1           to pay the said yearly rents at the times and in the
manner aforesaid clear of all deductions and by way of Standing Bankers Order
if required;  2-2-1       to bear pay and discharge all rates taxes assessments duties
charges outgoings and impositions whatsoever which now are or during the said
term shall be charged assessed or imposed upon the demised premises or any part
thereof or upon the owner or occupier in respect thereof;  2-2-2       to pay to the Lessor annually a sum or sums of money equal to
the amount which the Lessor may expend or require to expend in effecting or
procuring and maintaining or procuring the maintenance of insurance of the
demised premises against the insured risks as defined in Clause 4 hereof to
their full reinstatement cost and  3 
   three years loss of rent such
sum or sums to be paid without any deduction in every year upon the Lessors
demand the first payment (or a proportionate part thereof) to be made on the
execution hereof;  PROVIDED
ALWAYS subject to the Lessors sole discretion the
Lessor shall seek insurance cover at the most competitive rate.  2-3           if the Lessee shall fail to pay the rent hereinbefore
reserved or any other sum reserved or made payable hereunder within 14 days of
the day and in the manner herein prescribed for the payment of same every such
unpaid rent or sum shall bear interest at the rate of 4% per annum above the
rate from time to time charged by the Associated Banks in the Republic of
Ireland at the A.A.A. rate on overdrafts from the date on which the rent or
other sum became due until the actual date of payment or if there shall be no
such rate the aforesaid rent or sum shall bear interest at the rate of 4% over
the cost of six months funds in the Dublin Interbank Market;  2-4           at all times during the said term to 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 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  4 
   requirements of any local or
other statutory authority and the order or orders of any court of competent
jurisdiction and immediately after the receipt of any Notice requiring works to
be carried out by any local or Statutory Authority or by Order of any Court of
competent jurisdiction, the Lessee shall sent a copy thereof to the Lessor;  2-5           at all times during the said term to comply with all the
recommendations or requirements of the appropriate authority in relation to
fire precautions whether notified or directed to the Lessor or the Lessee and
to indemnify the Lessor against any costs or expenses in complying with any
such requirement or recommendation and not to obstruct the access to or means
of working any fire precaution or safety apparatus or appliance for the time
being installed in the demised premises;  2-6           so often as may be necessary during the term of the Lease
and in the last year of the said term (whether determined by affluxion of time
or otherwise howsoever) to prime and prepare for painting and to paint with at
least two coats of good oil paint or such other paint as may be first approved
both as to quality and colour by the Lessor in a proper and workmanlike manner,
all the gates, fences and outside wood stucco and iron work and other outside
parts of the demised premises heretofore usually painted and any additions
thereto proper to be so painted and so often as may be necessary and in the
last year of the said term as aforesaid in a workmanlike manner to creosote
distemper colour whitewash or otherwise treat all other outside parts of the
demised premises as have usually heretofore been so treated all such work as
aforesaid to be done to the approval of the Lessor;  5 
   2-7           to prime and prepare for painting and to paint with two
coats at least of good quality paint to be first approved by the Lessor in a
workmanlike manner in every fourth year and in the last year of the said term
(whether determined by affluxion of time or otherwise howsoever) all inside
wood and iron work and other inside parts of the demised premises heretofore
usually painted and any additions thereto proper to be so painted and so often
as may be necessary but not less often than every fourth year and in the last
year of the said term as aforesaid in a workmanlike manner to distemper colour
whitewash or otherwise treat such other inside parts of the demised premises as
have usually heretofore been so treated and on the occasion of each repainting
to grain varnish restore and make good all ornamental work all such work as
aforesaid to be done to the approval of the Lessor;  2-8           to keep such part of the land forming part of the demised
premises as is from time to time undeveloped and the 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 and in particular not to deposit or
permit to be deposited any rubbish or refuse nor without the consent in writing
of the Lessor (and then only on such parts of the said land and subject to such
conditions as the Lessor may stipulate or impose) to store stack or lay out any
material used for the purpose of manufacture or otherwise on any part of the
said land;  2-9           at all times during the said term to repair and keep (and
in the case of fixtures, heating installations, fittings and equipment to
replace or renew as may from time to time be necessary) the exterior and
interior of  6 
   the demised premises and all
additions thereto constructed or placed thereon and the Lessors fixtures
fittings and equipment therein and all pipes drains, wires, cables, meters,
channels, sewers, sanitary and water apparatus, glass, pavings, walls, fences
and railings vaults and appurtenances in good and substantial repair and
working order and maintained paved cleansed and amended in every respect
(damage by any of the insured risks excepted PROVIDED THAT the policy or policies of insurance shall
not have been vitiated or payment of the policy monies withheld or refused in
whole or in part by reason of any act neglect or default of the Lessee or the
servants agents licensees or invitees of the Lessee);  2-10-1     if the demised premises are situate upon an Industrial Estate,
to bear with the owners or occupiers of each other unit in the said Industrial
Estate the cost and expense of all necessary maintenance, repair and up-keep
(and operating cost where applicable) of access roads, footpaths, common areas,
drainage and water services and public lighting in the same proportion as the
gross floor area of the buildings erected on the demised premises bears to;  (A)    In the case of a completed estate the total
gross floor areas of all the industrial units in the estate and  (B)    In the case of a non completed or part
completed estate the total gross floor areas of all the completed units in the
estate and where roads and services have been provided to un-developed areas of
the estate, the gross floor area of buildings in the course of erection and
proposed buildings fronting on to such services until such time as same are
taken in charge by the Local Authority;  2-10-2     to bear with the owners or occupiers of each other  7 
   unit in the said Industrial
Estate the cost and expense of all necessary estate security in the same
proportion as the gross floor area of the buildings erected on the demised
premises bears to the gross floor areas of all the completed units in the said
estate;  2-11         Without prejudice to the generality of Clause 2-4 hereof, in
all respects to comply with all the provisions of the Factories Acts, Local
Government (Planning and Development) Acts and the Public Health Acts and of
all regulations 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 contraventions of any such
requirements;  2-12         to permit the Lessor or its duly
authorised agents and all proper parties at all reasonable times to enter the
demised premises and examine the state of repair and condition thereof (and in
particular for all necessary purposes of providing inspecting maintaining and
repairing the drains, sewers and watermains, electricity, gas, telephone and
similar services) and to check and take inventories of the Lessors fixtures
fittings and equipment therein and to repair and make good all defects decays
and wants of repair thereto of which notice in writing shall be given by the
Lessor to the Lessee and for which the Lessee may be liable hereunder within
three calendar months after the giving of such notice PROVIDED that in case of default by the
Lessee the Lessor may make good such defects decays and wants of repair and the
cost of the same shall be repayable by the Lessee to the Lessor on demand;  2-13         to permit the Lessor and all persons authorised by it and
its respective surveyors agents and workmen at all reasonable and convenient
times in the daytime or at any  8 
   time in the case of emergency
to enter on the demised premises or any part thereof for the purpose of
repairing or building on any adjoining premises as occasion shall require and
for the purpose of making repairing, maintaining, cleansing, lighting and
keeping in order and good condition all roads, sewers, drains, pipes, gutters,
watercourses, ditches, culverts, fences, hedges or other conveniences which
shall belong to or be used for the demised premises in common with other premises
and also for the purpose of laying down maintaining repairing and testing
drainage gas and water pipes and electric wires or cables or for other similar
purposes the Lessor or such persons as aforesaid making good any damage
occasioned thereby to the demised premises;  2-14-1     not to make any alterations or additions to the demised premises
or erect any new buildings thereon without the prior written consent of the
Lessor and the approval of the Lessor to the plans and specifications thereof
such Consent and approval not to be unreasonably withheld and if such consent
and approval is given to make such alterations or additions in conformity with
such plans and specifications and to the approval of the Lessor and upon such
terms as the Lessor may consider reasonable.  2-14-2     if the premises are altered (whether pursuant to a consent given
under Clause 2-14-1 hereof or otherwise) the Lessee will if so required by the
Lessor on the termination of this Lease forthwith restore the demised premises
at the Lessees own expense to their original condition at the date of this
Lease and will make good all damage and want of repair and decoration caused by
the original alteration or restoration work.  2-15-1     to use the demised premises for General Industrial purposes and
as an Industrial building with offices ancillary thereto as defined within the
relevant  9 
   Finance Acts that affect the
granting of Industrial Building allowances and not to use the demised premises
or suffer or permit the same to be used for any other purpose whatsoever except
with the previous written consent of the Lessor. Provided always it shall be
reasonable for the Lessor to refuse consent to any proposed change of use if
the change of use would result in the demised premises not being used as an
Industrial building as defined within the relevant Finance Acts that affect the
granting of Industrial Building Allowances.  2-16         not to do or permit to be done upon or in connection with
the demised premises or any part thereof any act matter or thing whatsoever
which may be or grow to be a nuisance annoyance disturbance or inconvenience or
cause damage to any neighbouring adjoining or adjacent property or the owners
or occupiers thereof and to pay to the Lessor all costs charges and expenses
which may be incurred by the Lessor in abating a nuisance in respect of the
demised premises and to execute all such works as may be necessary for abating
such a nuisance in obedience of a notice lawfully served by a local or public
authority or pursuant to any Court Order.  2-17         not to exhibit on any part of the undeveloped or unbuilt
upon lands comprised in the demised premises or on the outer walls or roofs of
any building or structure thereon any signboard placard lettering or lighting
of any kind except such as may previously have been approved by the Lessor in
writing and in default or on the Lessor taking objection the Lessor may enter
and remove the same at the Lessees cost PROVIDED
however that the Lessee shall be entitled to erect to sign in such position and
of such form colour and design as may be first approved by the Lessor
displaying the name of the Lessee.  2-18         to ensure that every furnace employed in the working of
engines by steam or other motive power and every other furnace employed in any
building or erection on the demised premises is constructed so as  10 
   substantially to consume or
burn the smoke arising therefrom and not to use or suffer to be used
negligently any such furnace so that the smoke arising therefrom is not
substantially consumed or burnt and not to cause or permit any grit or noxious
or offensive effluvia to be omitted from any engine furnace chimney or other
apparatus on the demised premises without using the best practicable means for
preventing or counteracting such omission and in all aspects to comply with the
provisions of all relevant statutes and statutory regulations and with the
requirements of any notice of the local or other competent authority served
thereunder;  2-19         to take such measures as may be necessary to ensure that any
effluent discharged into the drains or sewers which belong to or are used for
the demised premises in common with other premises will not be corrosive or in
any way harmful to the said drains or sewers or cause any obstruction or
deposit therein;  2-20         not to discharge or allow to be discharged any solid matter
from the demised premises into the drains or sewers as aforesaid nor to
discharge or allow to be discharged therein any fluid of a poisonous or noxious
nature or of a kind calculated to or that does in fact destroy sicken or injure
the fish or contaminate or pollute the water of any stream or river and not to
do or omit or allow or suffer to be done or omitted any act or thing whereby
any land or the waters of any stream or river may be polluted or the
composition thereof so changed as to render the Lessor liable to any action or
proceedings by any person whomsoever;  2-21         not to do or permit or bring in or upon the demised premises
anything the use of which would cause damage by vibration or otherwise to the
demised premises or any adjoining premises or which might throw on the demised
premises or on any adjoining premises any weight or  11 
   strain in excess of that which
such premises are capable of bearing with due margin for safety and in
particular not to overload the floors the hoists or the electrical
installations or the other services of in or to the demised premises nor
suspend any excessive weight from the ceilings or walls stanchions, hoists or
the structure thereof. The Lessee shall seek professional advice at the
Lessees own expense to ensure that there shall not be an infringement of this
convenant;  2-22         not to assign underlet create any charge or mortgage
(whether legal or equitable charge or mortgage) over the demised premises or
grant any Licence in respect of the demised premises or any part thereof nor
part with or share the possession thereof or any part thereof without written
consent of the Lessor such consent not to be unreasonably withheld.  2-23         within fourteen days of every assignment assent transfer
underlease assignment of underlease or mortgage of or relating to the demised
premises or any part thereof to give notice thereof in writing with particulars
thereof to the Lessors Solicitor and produce to him such instrument or other
evidence of devolution and to pay the Lessors Solicitor any costs incurred by
the Lessor relating thereto;  2-24         not to do or permit or suffer to be done anything whereby
the policy or policies of insurance on the demised premises or any adjoining or
neighbouring premises against damage by fire or other perils may become void or
voidable or whereby the rates or premium thereon may be increased and to repay
to the Lessor all such sums paid or payable by way of increased premiums and
all expenses incurred by it in or about the renewal of such policy or policies
rendered necessary by a breach of this covenant and all such payments shall be
made immediately on demand;  12 
   2-25         without prejudice to any other clause herein, not to keep or
allow to be kept on the demised premises any substance or material of a
combustible or offensive nature the keeping whereof may require a licence of
any Local or Public Authority unless the Lessee obtains such a licence and
complies with the terms and conditions thereof. The Lessee shall inform the
Lessor in writing of any application for and of the issuing of such a licence;  2-26         to pay all reasonable and proper costs and charges and
expenses (including Solicitors costs and surveyors fees) incurred by the Lessor
for the purpose of or incidental to the preparation and service of any notice
under Section 14 of the Conveyancing Act 1881 (or any statutory modification or
re-enactment thereof), requiring the Lessee to remedy a breach of any of the
covenants hereinbefore contained notwithstanding forfeiture for such breach may
be avoided otherwise than by relief granted by the court;  2-27         to pay any Value Added Tax lawfully imposed upon and added
to any fee, charge, cost or expense for which the Lessor may be liable under
this Lease and to pay the stamp duty and registration fees on this Lease and
counterpart and Value Added Tax payable by reason of the granting of this
Lease;  2-28         at the expiration or sooner determination of the said term
quietly to yield up the demised premises together with all the Lessors
fixtures and all other Lessors fittings and equipment that now are or which
during the said term shall be affixed or fastened thereto (except Lessees or
trade fixtures) in such good and substantial repair and condition as shall be
in accordance with the covenants on the part of the Lessee herein contained and
in case any of the said fixtures fittings or equipment shall be missing broken
damaged or  13 
   destroyed forthwith to replace
them with others of a similar kind and of equal value, fair wear and tear
excepted, and to make good any damage caused to the demised premises by the
removal of the Lessees fixtures, fittings and furniture and effects (damage by
any of the insured risks excepted if and so long only as the policy or policies
of insurance shall not have been vitiated or payment of the policy monies
withheld or refused in whole or in part by reason of any act neglect or default
of the Lessee or the servants, agents licensees or invitees of the Lessee.  2-29         not at any time to use the demised premises or any part
thereof or allow the same to be used for any entertainment or for any
dangerous, noisy or noxious or offensive trade business manufacture or
occupation whatsoever or for a residence or for any illegal or immoral purpose
nor permit any sale or auction to be held on the demised premises;  2-30         to comply in so far as the same are applicable with the
covenants of and conditions (other than the covenant for payment for rent)
contained in the Superior Lease (if any) under which the demised premises are
held by the Lessor;  2-31         to fully and effectually indemnify the Lessor against the
breach, non-performance or non-observance by the lessee of any of the covenants
and conditions on the Lessees part herein contained or of the provisions or
stipulations herein contained and intended to be performed and observed by the
Lessee 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 or non-observance as aforesaid.  3-1           In this Clause the following expressions shall have  14 
   the following meanings
respectively;  3-1-1       Review Date shall mean the last day of the 5th year and the
last day of each subsequent fifth year of the term hereby granted.  3-1-2       Current Market Rent shall mean the full open market rent
without any deduction whatsoever at which the demised premises might reasonably
be expected to be let at the nearest Review Date and as if same were located in
the rear in which the demised premises are situate, in the open market without
fine or premium as between a willing Lessor and a willing Lessee and with
vacant possession for the term then unexpired of this Lease and on the same
terms and conditions in all other respects as this present Lease (other than
the amount of rent hereby reserved) and upon the supposition (if not a fact)
that the covenants on the part of the Lessee herein have been fully performed
and observed there being disregarded:  3-1-3       any effect on rent of the fact that the Lessee has been in
occupation of the demised premises and any goodwill attached to the demised
premises by reason of the carrying on therein of the business of the Lessee;  3-1-4       any effect on rent of any improvement (within the meaning of
the Landlord and Tenant Acts, 1931 to 1980 or any Acts amending or extending or
re-enacting the same) of the demised premises or any part thereof carried out
by the Lessee with the licence of the Lessor at the Lessees own expense
(otherwise than in pursuance of any obligation to the Lessor whether pursuant
to the provisions of this Lease or otherwise) and carried out prior to or
during the currency of this Lease;  3-1-5       any diminution of the rental value of the demised premises
caused by works carried out thereon by the Lessee it sub-tenants or
predecessors in title during the  15 
   term of this Lease;  3-2           The Rent for the time being payable by the lessee
hereunder shall be subject to increase in accordance with the following
provisions of this Clause;  3-3           The Lessor its servants or agents shall be entitled by
notice in writing given to the Lessee its servants or agents not earlier than
twelve months before and not more then twelve months after the Review Date to
call for review of the rent payable by the Lessee to the Lessor at the Review
Date specified in the notice and if upon any such review it shall be ascertained
or determined that the Current Market Rent of the demised premises at the
Review Date is greater than the existing rent then as from that Review Date the
yearly rent payable hereunder shall be increased to the Current Market Rent so
ascertained PROVIDED ALWAYS
that if the Lessor shall not serve such notice as aforesaid for the review of
rent prior to or within twelve months after any Review Date it shall
nevertheless be entitled to do so at any time upon the same terms and
conditions as are hereinbefore provided and in such event such reviewed rent
shall be payable by the Lessee from the gale day next preceding the date of the
said notice up to the following Review Date or until it is further reviewed in
accordance with the foregoing provisions PROVIDED
FURTHER that in no circumstances shall the rent payable
hereunder following such review be less than the rent payable by the Lessee
immediately prior to the review date.  3-4           Every such review as aforesaid shall in the first instance
be made by the Lessor and Lessee or their respective surveyors in collaboration
but if no agreement as to the amount of the Current Market Rent at the Review
Date shall have been reached between the parties hereto or their surveyors
within three months or such extended period as may be agreed by the Lessor and  16 
   the Lessee after the date of
the Lessors notice calling for such review then the question of the amount of
the Current Market Rent of the demised premises at the Review Date shall be
referred to the decision of a single Chartered Surveyor who at the election of
the Lessor shall act as an Arbitrator or an independent Valuer (acting as an
expert and not as an Arbitrator) such Chartered Surveyor to be nominated by the
Lessor by notice in writing to the Lessee and if the Lessee shall reject such
nomination or fail or neglect to agree within one month of the Lessors notice
such Chartered Surveyor (whether to act as expert or Arbitrator) shall be
appointed on the application of either party by the Chairman or acting Chairman
for the time being of The Royal Institution of Chartered Surveyors (Republic of
Ireland Branch) which term shall include any other body established from time
to time in succession or substitution or carrying on the function currently
carried out by the same and in default of any such appointment for any reason
within one month of such application by a Chartered Surveyor to be nominated by
the Lessor;  3-5           In the event of the Lessor electing for arbitration as
aforesaid this clause shall be deemed to be a submission to arbitration within
the Arbitration Acts 1954 and 1980 or any statutory modification or
re-enactment thereof for the time being in force and to the jurisdiction of the
Courts of the State for the enforcement of any award of said Arbitrator and in
the event of the Current Market Rent being determined by the Chartered Surveyor
as an expert the Lessor and Lessee shall be entitled to make submission within
such time as such Chartered Surveyor shall stipulate and shall pay his expenses
in equal shares;  3-6           If the Chartered Surveyor shall fail to determine the new
rent within three months of his appointment or  17 
   nomination or if he shall
relinquish his appointment or die or if it shall become apparent that for any
reason he will be unable to complete his duties hereunder a new Chartered
Surveyor shall be appointed or nominated in his place in accordance with
sub-clause 3-4 above;  3-7           If upon any such review the amount of any increased rent
shall not be ascertained or determined prior to the Review Date the Lessee
shall continue to pay rent at the yearly rent payable immediately prior to the
Review Date until the quarter day next following the ascertainment or
determination of any increased rent whereupon subject to the first proviso to
Clause 3-3 hereof there shall be due as a debt payable by the Lessee to the
Lessor on demand a sum equal to the amount by which the rent for the period
since the Review Date calculated at the increased rate exceeds the rent for the
period calculated at the previous rate and in addition the Lessee shall pay
interest on said sum from the Review Date until the date of actual payment at
the AAA rate of interest charged on overdraft by the Associated Banks in the
Republic of Ireland at the Review Date or if there shall be no AAA rate the
corresponding or nearest appropriate rate thereto;  3-8           If upon such review as aforesaid it shall be agreed or
determined that the rent previously payable hereunder shall be increased the
Lessor and the Lessee shall (if required by the Lessor) forthwith complete and
sign a written memorandum or if the Lessor shall so elect execute a deed or
record recording the increased rent thenceforth payable and the Lessee shall
pay the Stamp Duty (if any) payable on such memorandum or deed of record;  3-9           In the event of the Lessor being prevented or prohibited
in whole or in part from exercising its rights under this Clause and/or
obtaining an increase in the  18 
   rent on any of the Review Dates
by reason of any legislation Government Order or Decree or Notice (increase in
this context meaning such increase as would be obtainable disregarding the
provisions of any such legislation and otherwise as aforesaid) then the date at
which the review would otherwise have taken effect shall be deemed to be
extended to permit and require such review to take place on the first date
thereafter upon which such right or increase may be exercised and/or obtained
in whole or in part and when in part on so many occasions as shall be necessary
to obtain the whole increase (meaning the whole of the increase which the
Lessor would have obtained if not prevented or prohibited as aforesaid) and if
there shall be a partial prevention only there shall be a further review on the
first date or dates as aforesaid notwithstanding the rent may have been
increased in part on or since the date of review but in no instance shall the
increase in rent be dated back to exceed the statutory controls on increases or
rent laid down by law.  4.             The Lessor hereby covenants with the Lessee in manner
following that is to say:  4-1           Subject to insurance cover being available against the
risks hereinafter specified and to the payment by the Lessee of the sums set
out in clause 2 (2) (2) hereof the Lessor will insure or procure the insurance
of the demised premises and all Lessors fixtures fittings and equipment
therein and thereon and keep the same insured to the full reinstatement cost
(to be determined from time to time by the Lessor or its surveyor) and a three
year loss of rent against loss or damage by fire, explosion, lightning, storm,
tempest, impact, earthquake, aircraft, riot and civil commotion and malicious
damage, bursting or overflowing of water tanks, apparatus, drains, sewers or
pipes and including demolition and site clearance expenses, architects and
surveyors fees and  19 
   value added tax and any other
duty exigible on any building contract as may be entered into relative to the
reconstruction, reinstatement or repair of the demised premises or any part
thereof resulting from the destruction, loss or damage thereof or thereto or
from any of the perils aforesaid and such other perils expenses and losses as
the Lessor in its sole discretion shall think fit and notify to the Lessee in
writing (all such risks and perils being referred to as the Insured Risks).  4-1-1-      the Lessor shall use its best endeavours to procure that the
foregoing insurances shall be effected upon the terms that the Insurer shall
waive any rights or remedies which it may have or may become entitled to
against the Lessee or its permitted tenants or assigns whether by way of subrogation
or otherwise and the lessors shall use its best endeavours to procure that
every policy of insurance issued in respect of such insurances shall bear an
endorsement binding upon such Insurer evidencing such waiver;  4-1-2       the Lessor shall upon demand furnish to the Lessee copies of
the said insurance policy(ies) and of the last receipt(s) for payment of
premiums in respect thereof.  4-2           In the event of the demised premises or any part thereof
being destroyed or damaged by any of the risks or perils in respect of which
the Lessor pursuant to the terms hereof shall have effected insurance so as to
render the premises unfit for occupation use or access then and in such cases
(unless the insurance of the demised premises shall have been forfeited or made
ineffective by any act neglect or default of the Lessee its servants, agents,
licensees or invitees) the rent hereby reserved or a fair and just proportion
thereof according to the nature and extent of the damage sustained shall from
and after such destruction or damage  20 
   and until the demised premises
shall have been rebuilt or reinstated and made fit for occupation use and
access be suspended and cease to be payable;  4-3           In case the demised premises or any part thereof shall be
destroyed and become ruinous and become uninhabitable or incapable of
beneficial occupation or enjoyment by for or from any of the Insured Risks the
Lessee hereby absolutely waives and abandons its rights (if any) to surrender this
Lease under the provisions of Section 40 of the Landlord and Tenant Law
Amendment Act, Ireland, 1860 or otherwise;  4-4           If the demised premises or any part thereof shall at any
time during the term be destroyed or damaged by fire or any of the Insured
Risks as aforesaid, then the Lessor shall apply all monies received in respect
of such insurance (other than in respect of loss of rent) with all reasonable
speed in the rebuilding, repairing and otherwise reinstating the demised
premises to a factory premises of the same square footage and utility as the
demised premises, unless the policy or policies of insurance shall have been
vitiated or rendered less than fully effective by any act neglect default or
omission of the Lessee its servants, agents licensees or invitees;  4-5           In the event of the demised premises or any part thereof
being destroyed or damaged by any of the risks in respect of which the Lessor
pursuant to the term hereof shall have effected insurance at any time during
the term hereby created and the insurance money under any insurance against the
same effected thereon by the Lessor being wholly or partly irrecoverable by
reason solely or in part of any act or default of the Lessee its servants,
agents, licensees or invitees then and in every such case the Lessee will
forthwith (in addition to the said rent) pay to the Lessor the whole or (as the
case may require) a fair proportion of the cost of completely  21 
   rebuilding and reinstating the
same;  4-6           That the Lessee paying the rents hereby reserved and
performing and observing the several covenants and agreements herein contained
and on the Lessees part to be observed and performed shall and may peaceably
and quietly hold and enjoy the demised premises during the said term without
any interruption or disturbance from or by the Lessor or any person or persons
rightfully claiming under or in trust for the Lessor.  5.             IT IS HEREBY AGREED
between the Lessor and the Lessee as follows:  5-1           Notwithstanding anything hereinbefore contained it is
expressly agreed by the Lessee and declared that if the rent herein reserved or
any part thereof shall at any time be in arrears and unpaid for the space of
twenty-eight days after it shall have become due (whether the same shall have
been lawfully demanded or not) or if the Lessee shall fail to commence or
substantially cease to manufacture without the written consent of the Lessor
such goods as have been agreed upon with the Lessor or if the Lessee shall be guilty
of any breach of the conditions of this Lease and fail to make good any such
breach within reasonable time it shall be lawful for the Lessor to enter upon
the demised premises or any part thereof in the name of the whole and peaceably
to hold and enjoy the demised premises thenceforth as if these presents had not
been made. If the Lessee being a company shall go into liquidation (other than
a Voluntary liquidation for the purpose of an amalgamation or reconstruction
previously approved in writing by the Lessor) or being an individual shall be
adjudicated a bankrupt or take the benefit of any Act for the relief of debtors
or if an order is made or an effective resolution  22 
   passed for the winding up of the
Lessees business or if a Receiver is appointed over any of the property of the
Lessee then and in any of the said cases it shall be lawful for the Lessor to
terminate this Lease by serving a notice of termination on the Lessee. On the
service of such notice this Lease shall absolutely cease and determine without
prejudice to any claim of the Lessor against the Lessee arising out of any
antecedent breach of any covenant term or condition of this Lease.  5-2           If at such time as the Lessee has vacated the demised
premises after the determination of the term hereby granted either by affluxion
of time or otherwise any property of the Lessee shall remain in or on the
demised premises and the Lessee shall fail to remove the same within seven days
after being requested in writing by the Lessor so to do then and in such case
the Lessor (without being obliged so to do and in any event without prejudice
to such other rights as the Lessor may have in that behalf) may as agent of the
Lessee (and the Lessor is hereby appointed by the Lessee to act as such agent
and in its capacity as such agent to act as the Lessor in its absolute
discretion shall think fit) sell such property and shall then hold the proceeds
of sale after deducting the costs and expenses of removal storage (including
loss of or reduction in rent received by the Lessor on account of such property
remaining by way of storage pending sale in the demised premises) and sale
reasonably and properly incurred or suffered by it to the order of the Lessee PROVIDED THAT the Lessee shall
indemnify the Lessor against any liability incurred by the Lessor to any third
party whose property shall have been sold by the Lessor in the bona fide
mistaken belief (which shall be presumed unless the contrary is proved) that
such property belonged to the Lessee and was liable to be dealt with as such
pursuant to this sub-clause;  23 
   5-3           all reservations and exceptions herein in favour of the
Lessor shall enure for the benefit of the Superior Landlord (if any) of the
Lessor and in relation to any covenant or obligation of the Lessor hereunder or
any consent required to be sought from the Lessor the term the Lessor shall
mean and include the Lessor and such Superior Landlord;  5-4           Any notices requiring to be served hereunder shall be
sufficiently served on the Lessee if left addressed to it at the Principal
office of the Lessee or forwarded to it or posted or left at its last known
address in Ireland and shall be sufficiently served on the Lessor if delivered
to it personally or forwarded to it by post or left at its principal office in
Ireland. A notice sent by post shall be deemed to be given at the time when in
due course of post it would be delivered at the address to which it is sent.  6-1           The Lessor hereby consents to the registration of this
Lease as a burden on the folio specified in the Schedule hereto and to the use
of the Land Certificate (if issued) for the purposes of such registration;  6-2           IT IS HEREBY
CERTIFIED by the Lessee that it is the person becoming entitled
to the entire beneficial interest in the interest hereby created and that all
necessary consents under Sections 45 of the Land Act 1965 have been obtained
and that all conditions attached thereto have been complied with.  6-3           IT IS HEREBY
CERTIFIED that the transaction hereby  24 
   effected does not form part of
a larger transaction or of a series of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration (other
than rent) exceeds £1,000.00.  6-4           IT IS HEREBY
CERTIFIED that for the purposes of stamping of this instrument
that this is an instrument to which the provisions of Section 112 of the
Finance Act, 1991 do not apply for reasons that it is a completed factory
premises.  SCHEDULE  ALL
THAT AND THOSE the lands and premises situate in
the Townland of Kilbride, in the County of Wicklow, being part of the lands
comprised in Folio 6078F County Wicklow, as more particularly described on the
Plan annexed hereto and thereon outlined with a red verge line.  IN
WITNESS whereof the parties hereto have hereunto
caused their respective seals to be hereunto affixed the day and year first
herein WRITTEN.  25 
   [GRAPHIC]  26 
   GUARANTEE  To: ALLMAN EQUITIES LIMITED  In consideration of your
granting a Lease of the within mentioned premises for the term and at the rent
mentioned in the within Lease dated the          day
of June, 1994.  WE, McGhan Limited of Kilbride
Industrial Estate, Arklow, County Wicklow, (hereinafter called the Sureties
which expression shall include our executors administrators/successors and
assigns) hereby jointly and severally covenant and guarantee with and to you
the Lessor (which expression shall include your executors
administrators/successors and assigns) that the Lessee (which expression shall
include its successors and assigns) or the Sureties will at all times hereafter
duly pay the rents and other sums reserved by the within Lease in the manner
and at the respective times therein appointed for the payment thereof and will
duly observe and perform all the covenants on the part of the Lessee and
conditions therein contained and also that the Sureties (or their Legal
personal representatives for the time being or any of them) will at all times
hereafter pay and make good to the Lessor on demand all losses, costs, damages
and expenses occasioned to it by the non-payment of the said rent or other sums
and all damages and liabilities occasioned by reason of the breach,
non-performance or non-observance of the said covenants and conditions on the
part of the Lessee and also that any neglect or forbearance on the part of the
Lessor in enforcing or giving time to the Lessee for payment of the said rents
or other sums or any part hereof or the observance or performance of any of the
said covenants and conditions shall not in any way  27 
   release the Sureties (or their
legal personal representatives for the time being or any of them) in respect of
his or their liability under the covenants and guarantees on the Sureties part
herein contained and in the event of the Lessee for the time being hereof being
a corporation entering into liquidation or suffering a Receiver to be appointed
over any part of its assets or being an individual becoming bankrupt and the
Lease is disclaimed by a Liquidator or Receiver or by an Assignee in bankruptcy
the Sureties hereby jointly and severally covenant with the Lessor that they
(or their legal personal representatives for the time being) will accept from
the Lessor a Lease of the demised premises for a term commencing on the date of
such disclaimer and continuing for the residue then unexpired of the term
granted by the within Lease and to reserve the like rent and other sums as
therein reserved PROVIDED ALWAYS that the Sureties (or their legal
personal representatives for the time being or any of them) shall not be bound
to accept any such Lease unless the Lessor shall within the period of three
months after such disclaimer serve upon the Sureties (or their legal personal
representatives for the time being or any of them) a notice in writing so to do
and any such notice shall be deemed to have been duly served if it is served in
accordance with the provisions of the Conveyancing Act, 1881 or is left at the
demised premises addressed to the Sureties by name (or their legal personal
representatives for the time being or any of them) and it is hereby declared
that save in the case of a permitted assignment of the demised premises this
Guarantee shall not be revocable.  28 
   PRESENT WHEN THE SEAL OF McGHAN LIMITED was affixed hereto  W.R. Joyce & Co.
Solicitors Arklow  /s/ P. FloodDIRECTOR/s/ Neil
  MillsAUTHORISED
  SIGNATORY  PRESENT WHEN THE SEAL OF ALLMAN
EQUITIES LIMITED was affixed hereto  /s/ Kathleen
  AllmanDIRECTOR/s/ David
  AllmanDIRECTOR  29 
   Dated the 20th
  day of September 1994BETWEENALLMAN EQUITIES LIMITEDOne PartandCHAMFIELD LIMITEDOther PartLEASE[SEAL]Brian McLoughlin & Company,Solicitors,3, Herbert Road,Bray,County Wicklow.Ghan. 2.6.1994.  30