Exhibit 10.17  THIS SUB-LEASE
made the              day of           1990 BETWEEN the INDUSTRIAL
DEVELOPMENT AUTHORITY having its principal office at Wilton Park House, Wilton
Place, in the City of Dublin (hereinafter called the Lessor which expression
shall include its successors and assigns) of the One Part AND McGHAN
LIMITED having its registered office at 1, Earlsfort Centre, Hatch Street,
Dublin 2 (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:-  1-1the
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;  1-2full
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;   
   EXCEPTION AND RESERVING unto 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 or the Lessor and its
tenants adjoining or near to the demised premises through the sewers drains
watercourses 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 to 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  2 
   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 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 March 1983 subject to the covenants
terms and conditions hereinafter contained paying therefor unto the Lessor for
the period up to and including the 1st day of March 1993 the yearly rent of
IR£70, 092.50 (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 every 1st day of
January, 1st day of April, 1st day of July and 1st day of October in  3 
   every year the
first payment to be made on the execution hereof and to be in respect of the
period from the 1st day of January 1990 to the 31st day of March 1990;  2.The
Lessee hereby covenants with the Lessor as follows: -  2-1to
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;  2-2-1to
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;  2-2-2to
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 two 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;  2-3if
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  4 
   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;  2-4at
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 requirements of any local or other statutory authority and the order  5 
   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 send a copy
thereof to the Lessor;  2-5at
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;  2-6to
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 in every fourth year
and in the last year of the said term (whether determined by effluxion of time
or otherwise howsoever) 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 but not less often than  6 
   every third
year 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;  2-7to
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
effluxion 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;  2-8to
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  7 
   shrubs and
hedges thereon 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 such
undeveloped land;  2-9at
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 the demised premises
and all additions thereto constructed or placed thereon and the Lessors fixtures
fittings and equipment therein and all the pipes drains, wires, cables, meters,
channels, sewers, sanitary and water apparatus, glass, pavings, walls, fences
and railings vaults and appurtenances now on the premises, no in charge of the
Local Authority 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  8 
   or in part by
reason of any act neglect or default of the Lessee or the servants agents
licensees or invitees of the Lessee);  2-10-1if
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;  9 
   2-10-2to
bear with the owners or occupiers of each other 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;  2-11Without
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;  2-12to
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  10 
   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
reasonable cost of the same shall be repayable by the Lessee to the Lessor on demand;  2-13to
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 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 ways, 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;  11 
   2-14-1not
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.  2-15-1to
use the demised premises for the manufacture of medical devices 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. In
the application of this Clause the Lessor shall have regard to its statutory
functions pursuant to the provisions of the Industrial Development Act 1986;  2-15-2to
establish and carry on an industrial undertaking in the demised premises as
specified in Clause 2-15-1  12 
   hereof being
an undertaking approved by the Lessor consistent with the relevant provisions
of the Industrial Development Act 1986 and in particular to create and maintain
the level of employment of full-time employees in the demised premises
substantially in accordance with the particulars given by the Lessee to the
Lessor.;  2-16not
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.  2-17not
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 a 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;  13 
   2-18to
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 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 emission 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;  2-19to
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;  2-20not
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  14 
   composition
thereof so changed as to render the Lessor liable to any action or proceedings
by any person whomsoever;  2-21not
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 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 covenant;  2-22not
to assign or underlet 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 the consent of the Lessor, such consent not
to be unreasonably refused, it being expressly agreed and declared that this
Lease is granted by the Lessor as a body incorporated by Statute with the function
(inter alia) of promoting industry in the State to the Lessee as a company
which has undertaken with the Lessor to carry on the manufacturing business
specifically described in Clause 2-15-1 hereof;  15 
   2-23within
fourteen days of every assignment assent transfer underlease assignment of
underlease 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 reasonable costs incurred by the Lessor relating
thereto;  2-24not
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 neighboring premises
against damage by fire or other perils may become void or voidable or whereby
the rates of premium thereon may be increased and to repay to the Lessor all
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;  2-25without
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;  2-26to
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  16 
   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;  2-27to
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;  2-28at
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
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
licencees or invitees of the Lessee);  17 
   2-29not
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;  2-30to
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;  2-31to
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.  3-1In
this Clause the following expressions shall have the following meanings
respectively:-  3-1-1Review
Date shall mean the last day of the fifth year and the last day of each
subsequent fifth year of the term hereby granted;  3-1-2Current
Market Rent at each review date shall be such amount as is produced in
accordance with the following formula:             where:  18 
   (a)equals
the yearly rent payable under this Lease immediately prior to such review date;  (b)equals
the yearly rent as at the commencement of the five-year period expiring on such
review date which would be payable for premises of an age, floor area,
specification and description similar to the demised premises (excluding from
such specification and description any improvements (whether within the meaning
of the Landlord and Tenant Acts 1931-1980 or any Acts amending, extending or
replacing the same) of a like nature as those (if any) carried out to the
demised premises or any part thereof 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 provision of this Lease or
otherwise and carried out during the currency of this Lease located in the
Dublin area and let on a Lease in similar terms (other than rent) as are
contained in this Lease;  (c)equals
the yearly rent as at such review date which would be payable for premises of
the type specified in definition (b) above  PROVIDED ALWAYSat the date of commencement of
the Lease and at each review date the yearly rent as defined in definition (b)
shall be agreed between the parties hereto PROVIDED FURTHER that in the
event of there being a dispute between the parties hereto as to  19 
   the amount of
the yearly rent as defined in definition (b) or definition (c) above either
party may refer the matter to a member of the Institute of Auctioneers and
Valuer in Ireland to be mutually agreed or in default of agreement to a
Property Valuer to be appointed by the President for the time being of the
Institute of Auctioners and Valuers in Ireland. The decision of the Property
Valuer (who shall be deemed to act as an expert and not as in arbitrator) as to
the aforesaid yearly rent as defined in definition (b) or definition (c) shall
be agreed between the parties hereto;  3-2The
Rent for the time being payable by the Lessee hereunder shall be subject to
increase in accordance with the following provisions of this Clause;  3-3The
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 than twelve months after a 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 rent payable hereunder immediately prior to such Review Date 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  20 
   any time prior
to the following Review Date upon the same terms and conditions as are
hereinbefore provided for save that the expression Current Market Rent shall
be deemed to be the Current Market Rent on the immediately preceding Review
Date 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;  3-4Every
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 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  21 
   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;  3-5In
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 submissions within such time as such
Chartered Surveyor shall stipulate and shall pay his expenses in equal shares;  3-6If
the Chartered Surveyor shall fail to determine the new rent within three months
of his appointment or 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;  22 
   3-7If
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 rate 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 that 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;  3-8If
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 of 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;  3-9In
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
rent on any of the Review Dates by reason of any legislation Government Order
or Decree or Notice (increase in this context meaning  23 
   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 of rent laid down by law.  4.The
Lessor hereby covenants with the Lessee in manner following that is to say:-  4-1Subject
to insurance cover being available against the risks hereinafter specified 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) 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  24 
   pipes and
including demolition and site clearance expenses, architects, engineers and
surveyors fees and 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) PROVIDED that the
Lessor shall notify the Lessee of any inability on its part to effect any such
insurance as aforesaid;  4-1-1the
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
Lessor 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 and if the Lessor shall fail to procure
such a waiver the Lessor shall use its best endeavours to cause the Lessee to
be noted on the policy of insurance as having an interest therein or
alternatively use its best endeavours to cause the demised premises to be
insured in the joint names of the Lessor and the Lessee;  25 
   4-1-2the
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.  4-2In
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 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;  4-3In
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;  4-4If
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  26 
   (other than in
respect of loss of rent) making up any shortfall out of its own monies 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 licencees or invitees;  4-5In
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, licencees 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 rebuilding and reinstating the same;  4-6That
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.  27 
   5.IT
IS HEREBY AGREED between the Lessor and the Lessee as follows:-  5-1If
the Lessee shall apply to the Lessor for consent to change of user pursuant to
the provisions of Clause 2-13-1 hereof the Lessor shall be entitled to withhold
its consent if, in the sole opinion of the Lessor and having regard to its
statutory functions and the relevant provisions of the Industrial Development
Act 1986 the resultant use of the demised premises would be inconsistent with
the Lessors objectives of the creation and maintenance of full-time employment
in the demised premises;  5-2If
the said Rent or any sum payable hereunder or any part thereof shall be unpaid
for 28 days after any of the days hereinbefore appointed for payment whether
same shall have been lawfully demanded or not; or  5-2-1If
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
Authority; or  5-2-2If
any covenants on the Lessees part herein contained shall not be observed or
performed; or  5-2-3If
the Lessee being an individual or firm shall become bankrupt or compound or
arrange with his or its Creditors or being a Company shall go into liquidation
either compulsorily or voluntarily except for the purpose of a reconstruction
or amalgamation previously approved in writing by the Lessor; or  5-2-4If
the Lessee being a Company shall permit or suffer a Receiver to be appointed
over its assets;  28 
   Then and in
any of the said cases and at any time thereafter it shall be lawful for the
Lessor or any persons authorised by the Lessor to enter upon the demised
premises or any part thereof in the name of the whole and to re-possess the
same and to enjoy the same as if this Lease had not been executed but without
prejudice to any right of action or remedy by either party in respect of any
antecedent breach or any of the covenants by the other herein contained.  5-3If
at such time as the Lessee has vacated the demised premises after the determination
of the term hereby granted either by effluxion 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  29 
   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;  5-4all
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;  5-5Any
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 by post 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.  6-1The
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;  6-2IT
IS HEREBY CERTIFIED by the Lessee that it is the person becoming entitled to
the entire beneficial interest in the  30 
   interest
hereby created and that all necessary consents under Sections 12 and 45 of the
Land Act 1965 have been obtained and that all conditions attached thereto have
been complied with.  6-3IT
IS HEREBY CERTIFIED that the transaction hereby 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 IR£1,000.  SCHEDULE  ALL THAT AND THOSE the land and
premises situate in the Townland of Kilbride and County of Wicklow being part
of the lands more particularly described on the map annexed hereto and thereon
outlined in red being all of the lands comprised in Folio 3127L County Wicklow
together with the factory premises and out offices thereon.  31 
   IN WITNESS
whereof the parties hereto have hereunto caused their respective seals to be
hereunto affixed the day and year first herein written.  PRESENT when the Seal of the INDUSTRIAL DEVELOPMENT
AUTHORITY was affixed hereto:-   /s/ R. Walsh/Authorised
  Officer  /s/ C.
  Mekleen/Authorised
  Officer  PRESENT when the Seal of McGHAN LIMITED was affixed hereto:  /s/ Donald
  K. McGheDIRECTOR/CHAIRMAN  /s/ P.
  Flood, Director  32 
   Dated the
  day of
  [ILLEGIBLE]INDUSTRIAL
  DEVELOPMENT AUTHORITYOne Part[SEAL]
  andMcGHAN
  LIMITEDOther PartSUB-LEASEIndustrial
  Development AuthorityWilton Park
  HouseWilton PlaceDublin 2
  VB/WP  33 
   [GRAPHIC]