DATED 28th SEPTEMBER 2000



                          SLOUGH TRADING ESTATE LIMITED


                                      -to-


                              ADVANTAGE UK LIMITED


                                     -with-


                            STURM GROUP INCORPORATED


                                  DONALD STURM


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

                                      LEASE

                                Premises known as
                          Building 86/88 Bestobell Road
                         Trading Estate Slough Berkshire

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






                                NABARRO NATHANSON
                                  The Anchorage
                                34 Bridge Street
                                Reading, RG1-2LU

                             Ref: JD/TNP/S2884/00610

                                Tel: 01189504700
                                Fax: 01753512768


<PAGE>



                                   PARTICULARS
                                   -----------


         DATE OF THIS DEED:                 September 28, 2000

         LANDLORD                           SLOUGH TRADING ESTATE LIMITED

         Registered office                  234 Bath Road Slough SL14EF

         Company Registration No.           1184323

         TENANT                             ADVANTAGE UK LIMITED

         Registered office                  Lincoln House 137-143 Hammersmith
                                            Road,
                                            London W14 OOL

         Company Registration No.           3902872

SURETY                                   STURM GROUP INCORPORATED (a company
                                         registered in the State of Wyoming
                                         United States of America whose
                                         principal office is 3033 East 1st
                                         Avenue, Suite 200, Denver, CO 80206
                                         USA and DONALD STURM of 4766 South
                                         Fillmore Court, Englewood, CO 80110
                                         USA

ESTATE                                   the area from time to time
                                         comprising the Landlord's estate
                                         known as Trading Estate Slough
                                         Berkshire of which the Premises form
                                         part

PREMISES                                 the land and building described in
                                         the First Schedule and known as
                                         Building 86/88 Bestobell Road
                                         Trading Estate - Slough Berkshire as
                                         shown edged red on the Plan.

COMMENCEMENT DATE                        21st November 2008

TERM                                     A term of seven years commencing on the
                                         Commencement Date

<PAGE>




        THIS LEASE is made on the date and between the parties stated in the
Particulars.

        WITNESSES as follows:
        ---------

1.       DEFINITIONS

         In this Lease the following expressions have the meanings indicated:

         THE "ACT"

                           means the Landlord and Tenant (Covenants) Act 1995.

         "AUTHORISED GUARANTEE AGREEMENT"

                           has the meaning defined in and for the purposes of
                           Section 16 of the Act and the form of such Agreement
                           shall be as reasonably required by the Landlord but
                           subject always to that permitted by the Act.

         "CONDUCTING MEDIA"

                           all sewers drains pipes wires watercourses subways
                           cables apparatus conduits and any other media or
                           works for the conduct or transmission of any service
                           matter or material.

         "DEPOSIT DEED"

                           means the deposit deed of even date herewith made
                           between the Landlord (1) and the Tenant (2).

         "FULL REINSTATEMENT VALUE"

                           the costs (including demolition professional fees and
                           any value added tax payable) which would properly and
                           reasonably be likely to be incurred in carrying out
                           repair or reinstatement in accordance with the
                           requirements of this Lease at the time when such
                           repair or reinstatement is likely to take place
                           having regard to current building techniques and
                           materials.

         "INSURED RISKS"

                           fire lightning earthquake explosion aircraft riot
                           storm tempest flood burst pipes malicious damage and
                           impact damage and such other insurable risks and on
                           such terms and subject to such exclusions as the
                           Landlord may from time to time consider reasonably
                           necessary but excluding any risks which the Landlord
                           shall decide from time to time not to include in any
                           policy (whether on the grounds of unavailability of
                           insurance cover for



<PAGE>

                           that risk or otherwise) but so that the Landlord
                           shall give at least twenty eight days' prior notice
                           in writing to the Tenant of any risk ceasing to be
                           covered by any policy.

         "LICENSE TO ALTER"

                           means the License to Alter referred to in the Fifth
                           Schedule.

         "LOSS OF RENT"

                           the loss of the rent first reserved by clause 3 for
                           such period (being not more than three years) as may
                           reasonably be required by the Landlord from time to
                           time having regard to the likely period required for
                           reinstatement in the event of both partial and total
                           destruction and in a reasonable amount which would
                           take into account potential increases of rent in
                           accordance with clause 7.

         "PLAN"

                           the plan annexed hereto.

         "PLANNING ACTS"

                           includes the Town and Country Planning Act 1990 the
                           Planning (Listed Buildings and Conservation Areas)
                           Act 1990 the Planning (Hazardous Substances) Act 1990
                           and the Planning (Consequential Provisions) Act 1990.

         "PRESCRIBED RATE"

                           three per centum above the Base Rate of National
                           Westminster Bank PLC from time to time (or such
                           clearing bank as the Landlord shall nominate) or (if
                           such rate shall cease to be published) such other
                           reasonable or comparable rate as the Landlord shall
                           from time to time designate.

         "PREVIOUS LEASE"

                           the Lease dated 21st July 1998 made between the
                           Landlord (1) Bookpages Limited (2) and Amazon.Com.
                           Inc. and Tremco Limited (3).

2.       INTERPRETATION

2.1 The expressions "the Landlord" and "the Tenant" shall wherever the context
so admits include their respective successors in title and assigns.



                                      -2-
<PAGE>

2.2 Where the Tenant or the Surety for the time being are two or more persons
the terms "the Tenant" or "the Surety" include the plural number and obligations
expressed or implied to be made by such party are deemed to be made by such
persons jointly and each of them severally.

2.3 Words importing one gender include all other genders and words importing the
singular include the plural and vice versa.

2.4 References in this Lease to any statute or legislation (whether specific or
general) include any other statute or legislation replacing amending or
supplementing the same and any orders regulations by-laws notices permissions
approvals or consents thereunder.

3.       DEMISE

         The Landlord demises to the Tenant the Premises together with the
         Rights referred to in Part 1 of the Second Schedule but subject to the
         Exceptions and Reservations referred to in Part 2 of the Second
         Schedule to hold to the Tenant for the Term starting on the
         Commencement Date yielding and paying therefor during the Term:

3.1      RENT

         Yearly the Rent and all increases arising from any review pursuant to
         the provisions in this Lease for the review of rent to be paid without
         any deduction or set off by equal quarterly payments in advance on the
         Twenty-fifth day of March the Twenty-fourth day of June the
         Twenty-ninth day of September and the Twenty-fifty day of December in
         every year the first payment for the period from and including the Rent
         Commencement Date up to and including the day immediately preceding the
         quarter day next after such date to be made on the Rent Commencement
         Date.

3.2      ADDITIONAL RENT

         As additional rent first such amounts (if any) as are referred to in
         clause 4.15 to be paid as there stated and recoverable by distress in
         the same way as rent in arrear and secondly a sum or sums of money
         equal to the expense incurred by the Landlord in effecting or
         maintaining insurance in accordance with clause 5.2 (including any
         increased premium payable in respect of the Premises or any neighboring
         property owned by the Landlord by reason of any act or omission by (or
         permitted by) the Tenant or an undertenant) as the Landlord shall from
         time to time effect such insurance for the Landlord's benefit in the
         Full Reinstatement Value against the Insured Risks and the Loss of Rent
         such sum or sums to be paid within 7 days of demand.

4.       TENANT'S COVENANTS

         The Tenant covenants with the Landlord as follows:


                                      -3-
<PAGE>

4.1      PAYMENT OF RENTS

         To pay the respective rents and sums of money reserved and made payable
         at the times and in the manner in which the same are set out or
         referred to in clause 3 without any deduction or set-off and to make
         all such payments to the Landlord on the due date through the Tenant's
         bankers by the direct debit system.

4.2      INTEREST ON LATE PAYMENTS

         If the Tenant shall fail to pay any rents or any other sum payable
         under this Lease within 7 days when the same is due (whether formally
         demanded or not) to pay to the Landlord as additional rent (but without
         prejudice to any other rights of the Landlord including those under
         clause 6) interest on all such rents or other sums from the due date
         for payment under the date actually paid at the Prescribed Rate current
         at such due date and any such interest shall be recoverable by the
         Landlord as rent in arrear.

4.3      PAYMENT OF RATES

4.3.1         To pay and indemnify the Landlord against all existing and future
              rates or other outgoings whatsoever imposed or charged upon the
              Premises or upon the owner or occupier in respect of the Premises.

4.3.2    To pay and be responsible for all electricity gas and other services to
         the Premises.

4.4      EXTERIOR PAINTING

         In every third year and in the last year of the Term (but so that the
         Tenant shall not be obliged by the aforementioned to decorate and/or to
         carry out the following obligations more than once in every two year
         period) to prepare and paint the outside of the building erected on the
         Premises where usually or previously so painted in a good and
         workmanlike manner and otherwise properly to clean treat and decorate
         other parts of the outside of the said building as the same ought to be
         cleaned treated and decorated (such painting and decorating if
         different from the then existing colour scheme to be carried out in
         colours and patterns first approved in writing by the Landlord) and
         whenever necessary to renew or replace all seals and mastics.

4.5      INTERIOR PAINTING

         In every fifth year and in the last year of the Term to prepare and
         paint all the interior of the said building where usually or previously
         so painted in a good and workmanlike manner (all such painting in the
         last year of the Term if different from the then colour scheme to be
         carried out in colours and patterns first approved in writing by the
         Landlord (such approval not to be unreasonably withheld or delayed)).




                                      -4-
<PAGE>

4.6      REPAIR

4.6.1         Well and substantially to repair and maintain the Premises and the
              walls fences roads and Conducting Media in on or under the
              Premises (damage by any of the Insured Risks excepted unless the
              insurance moneys are withheld in whole or in part or the policy
              avoided by reason of any act or omission on the part of the Tenant
              or any undertenant or any employee contractor or invitee of either
              of them) and at all times to keep the same in good and substantial
              repair and condition and so repaired cleaned painted and
              maintained further to keep all parts of the Premises clean and
              tidy and free from rubbish and waste materials.

4.6.2         Within 12 months of the date of this Lease (time being of the
              essence) to carry out to the reasonable satisfaction of the
              Landlord the making good of all wants or repair to the Premises as
              marked with an asterisk in the Schedule of Dilapidations annexed
              hereto and in the event that the works are not completed within
              the aforesaid period or to the reasonable satisfaction of the
              Landlord the Landlord shall have the rights to enter the Premises
              to carry out such of the works not completed as aforesaid in
              accordance with the provisions of clause 4.10 of this Lease.

4.6.3         Without prejudice to clause 4.6.1 to execute all necessary works
              no later than the expiration of the Term to remedy all the wants
              of repair and works relating to reinstatement specified in the
              said Schedule of Dilapidation as are not marked with an asterisk.

4.6.4         Subject to clause 4.6.5 to keep such part of the Premises (if any)
              as is hatched green on the plan annexed hereto as well-maintained
              landscaped areas and in accordance with any general scheme for the
              Estate from time to time reasonably implemented by the Landlord.

4.6.5         If the Landlord so requires at any time or from time to time not
              to do the things referred to in clause 4.6.4 (or such of them as
              may be notified to the Tenant) but instead to pay to the Landlord
              on demand the proper and reasonable costs incurred by the Landlord
              in doing so.

4.7      YIELDING UP

         At the expiration or sooner determination of the Term to yield up the
         Premises consistent with due compliance by the Tenant with its
         obligations under this Lease and to remove such tenant's trade fixtures
         and fittings and any signs erected by or at the instance of the Tenant
         making good any damage caused by such removal.



                                      -5-
<PAGE>

4.8      REINSTATEMENT

4.8.1         Three months before the expiry or sooner determination of the Term
              (unless and/or to the extent otherwise required in writing by the
              Landlord) to carry out such works as shall be necessary in order
              to ensure that the Premises or such part or parts of them as may
              be required by the Landlord conform with the description in the
              First Schedule.

4.8.2         All such works shall be carried out to the reasonable satisfaction
              of the Landlord and the Tenant shall apply for any necessary
              planning permission or approval which may be required under the
              Planning Acts on other legislation.

4.9      LANDLORD'S ACCESS

         On at least 48 hours prior written notice given to the Tenant (save
         that no notice shall be required in an emergency) to permit the
         Landlord or its agents at all times during the Term during reasonable
         hours in the day (or at any time in the case of emergency) with or
         without workmen and others to enter the Premises for the purpose of
         ascertaining that the covenants and conditions of this Lease have been
         performed and observed by the Tenant and examining the state of repair
         and condition of the Premises or for the purpose of taking inventories
         of the Landlord's fixtures or of carrying out works on the adjoining
         property of and owned by the Landlord and of exercising any of the
         Exceptions and Reservations referred to in Part 2 of the Second
         Schedule.

4.10     DEFAULT REMEDIES OF THE LANDLORD

         If within three months after service of a notice from the Landlord
         requiring the Tenant to remedy any breach of covenant relating to the
         state of repair or condition of the Premises or otherwise to the
         carrying out of any works or actions (or earlier in case of emergency)
         the Tenant shall not have completed such works or actions then to
         permit the Landlord to enter upon the Premises and execute all or any
         such works or actions and the Landlord's proper and reasonable costs
         and expenses (including the Landlord's surveyors and other professional
         fees in connection therewith) together with interest thereon at the
         Prescribed Rate current at the date three months after service of such
         notice for the period from that date to the date of payment shall be a
         debt due from the Tenant to the Landlord and be forthwith recoverable
         as rent in arrear.

4.11     SIGNS AND AERIALS

         Not to erect any pole mast or aerial or satellite dish or erect or
         display any sign noticeboard or advertisement on any part of the
         Premises except a sign approved by the Landlord indicating the name of
         the Tenant in a position approved by the Landlord any such approval to
         be in writing.


                                      -6-
<PAGE>

4.12     USE

4.12.1        Not to use the Premises or any part thereof otherwise than for the
              Permitted Use and not any time to store anything on any part of
              the Premises outside the building erected thereon.

4.12.2        To use only for the parking of vehicles those parts of the
               Premises designated for such purpose.

4.13     NUISANCE

4.13.1        Not to use the Premises or any part of them for any illegal
              purpose nor to carry out on or from the Premises any noisy noxious
              dangerous or offensive act activity or business nor anything which
              may be or become a nuisance damage annoyance or inconvenience to
              the Landlord or any of its tenants or the occupiers of any
              premises in the neighborhood and in particular not to do or permit
              to be done anything which might cause electronic or radio
              interference with any adjoining or neighboring premises.

4.13.2        Not to do anything which would or might lead to any contamination
              of the Premises or pollution of the environment or lead to the
              pollution obstruction damaging or overloading of the Conducting
              Media and to carry out (or at the Landlord's election to pay to
              the Landlord the proper and reasonable costs and fees of carrying
              out) all works necessary to remedy the contamination or pollution
              or to remove the source of the contamination or pollution but so
              that the Tenant shall not be liable hereunder and/or obliged to
              comply with the aforementioned in respect of any such
              contamination and/or pollution caused to and/or arising at the
              Premises on or before the date hereof.

4.13.3        Where the Tenant has failed to observe any of the obligations in
              this clause 4.13 to pay to the Landlord the proper and reasonable
              costs incurred by it in obtaining such reports as the Landlord may
              reasonably require to establish what damage or harm may have been
              caused to the Premises or other property of the Landlord and the
              remedial cleaning or other works necessary.

4.13.4        Not to discharge or allow to enter into any underground or other
              waters any poisonous noxious or harmful effluent liquid or
              substance.

4.14     ESTATE REGULATIONS

         To observe such reasonable regulations as may from time top time be
         made by the Landlord in writing for the purposes of good estate
         management and of which at least twenty-eight days prior written
         notification has been given to the Tenant by the Landlord.


                                      -7-
<PAGE>

4.15     ESTATE COSTS

         To pay to the Landlord from time to time upon demand a proper fair and
         reasonably proportion (as certified conclusively (save in the case of
         manifest error) by the Landlord's surveyor to be proper fair and
         reasonable) of the costs (similarly certified) of the management of the
         Estate including (without limitation to the generality of the
         aforesaid) the upkeep of any landscaped areas and roadways included
         therein the reasonable and proper fees of the Landlord or the
         Landlord's managing agents and including any costs properly and
         reasonably anticipated by the Landlord to be incurred by the Landlord
         in the future (but not in respect of a period exceeding one year in
         advance) in respect of any of the matters referred to in this
         sub-clause.

4.16     ACTS PREJUDICIAL TO INSURANCE

4.16.1        Not to do anything as a result of which any policy of insurance
              against damage to the Premises or to any neighbouring premises may
              be prejudiced or payment of the policy moneys may be withheld in
              whole or in part or whereby the rate of premium in respect of any
              such insurance may be increased and to give notice to the Landlord
              without delay upon the happening of any event which might affect
              any insurance policy relating to the Premises.

4.16.2        In relation to the insurance effected by the Landlord in respect
              of the Premises to pay to the Landlord any excess required by the
              insurers or by the Landlord on demand by the Landlord following
              any damage or destruction by any Insured Risks where such excess
              would be applicable to any claim in respect of such damage or
              destruction.

4.17     SAFEGUARDING THE PREMISES

4.17.1        With respect to fire precautions and safeguarding the Premises
              against damage by any of the Insured Risks or otherwise to comply
              with all requirements and written reasonable and proper
              recommendations of the insurers of the Premises of which at least
              twenty-eight days prior written notification has been given by the
              Landlord to the Tenant or the relevant insurance brokers or of the
              fire brigade or local authority.

4.17.2        Not to store or bring on to or allow to remain on the Premises any
              article substance or liquid of a specially combustible inflammable
              to or explosive nature or which may be a source of contamination.

4.17.3        To give written notice to the Landlord upon the Tenant becoming
              aware of the occurrence of any contamination of the Premises and
              also upon the Tenant becoming aware of the occurrence of any
              pollution of the environment in breach of any legislative
              provision caused by any use of or action or activity on the
              Premises.


                                      -8-
<PAGE>

4.18     PLANNING APPLICATIONS

         Not without the prior written consent of the Landlord to make any
         application for any consent under the Planning Acts but if such
         application is for consent to do anything which the Tenant is permitted
         to do under this Lease (for which the approval of the Landlord is first
         required) and the Landlord has approved that thing such consent shall
         not be unreasonably withheld or delayed.

4.19     ALTERATIONS

         Not to erect or place any new building or structure whatsoever on the
         Premises (including any temporary or moveable building or structure) or
         make any alteration whether structural or otherwise or any addition to
         the Premises or to the building erected thereon or to any buildings
         which may be erected on the Premises Provided That the Tenant may make
         non-structural alterations to the interior of the building erected on
         the Premises subject to obtaining the prior written consent of the
         Landlord such consent not to be unreasonably withheld or delayed
         PROVIDED that the Tenant may without such afore-mentioned consent from
         the Landlord install erect place remove and/or dismantle internal
         demountable non-structural partitioning in whole or in part or parts to
         the office part of the Premises.

4.20     STATUTORY OBLIGATIONS

4.20.1        At the Tenant's expense to comply in all respects with the
              provisions of all statutes and legislation (whether not or
              subsequently in force) affecting or applicable to the Premises or
              in their use and without delay to give notice to the Landlord of
              any notice direction or order made by any local or competent
              authority.

4.20.2        The Tenant shall maintain a health and safety file for any works
              carried out to the Premises and shall comply with the Construction
              (Design and Management) Regulations 1994 in respect thereof and
              provide to the Landlord upon reasonable request a copy of such
              file.

4.20.3        Upon any assignment or underlease permitted by this Lease to
              supply to the assignee or sub-tenant any health and safety files
              and/or operating manuals.

4.21     ALIENATION

4.21.1        Not to assign underlet (save as provided in clause 4.21.3 hereof)
              share or part with the possession or occupation of any part of the
              Premises nor to permit any such dealing under as permitted
              underlease.

4.21.2        No to hold or occupy the Premises or any part as nominee trustee
              or agent or otherwise for the benefit of any other person.


                                      -9-
<PAGE>

4.21.3        Not to assign or underlet the whole of the Premises or to underlet
              the whole of Unit 86 and/or the whole of Unit 87 and/or the whole
              of Unit 88 Bestobell Road and associated car parking spaces
              without the prior consent in writing of the Landlord (such consent
              not to be unreasonably withheld or delayed where the provisions
              hereinafter contained are satisfied).

4.21.4        It is agreed that the Landlord will not be deemed to be
              unreasonable in withholding and/or delaying consent to a proposed
              assignment of the whole of the Premises if it is withheld on the
              ground (and it is the case) that one or more of the circumstances
              mentioned below exist (whether or not such withholding is solely
              on such ground or on that ground together with other grounds).

         (a)      that in the reasonable and proper opinion of the Landlord the
                  effect of the proposed assignment upon the value of the
                  Landlord's reversionary interest in the Premises would be to
                  diminish or otherwise adversely affect such value.

         (b)      that in the reasonable and proper opinion of the Landlord the
                  effect of the assignment would mean that there is a reduced
                  likelihood of the tenant's covenants and obligations in this
                  Lease being fulfilled.

         (c)      that the proposed assignee is an associated company of the
                  Tenant.

         (d)      that the Surety has not agreed on any assignment to enter into
                  a deed of guarantee in respect of the obligations on the part
                  of the Tenant contained in an Authorised Guarantee Agreement
                  entered into pursuant to clause 4.21.5 or the assignee's
                  performance of the Tenant Covenants (as defined in Section 28
                  of the Act) in this Lease in such form of Deed as the Landlord
                  may reasonably require but to include obligations on the part
                  of the Surety similar to those on the part of the Tenant set
                  out in clause 4.21.5(a)(i)-(iii).

4.21.5   On any assignment:

         (a)      the Tenant will enter into an Authorised Guarantee Agreement
                  which will be in such form as permitted by and in accordance
                  with Section 16 of the Act and be prepared by or on behalf of
                  the Landlord and at the proper and reasonable cost of the
                  Tenant and under which the Tenant will agree (inter alia) with
                  the Landlord.

                  (i)      that it is liable as sole or principal debtor in
                           respect of all obligations to be owed by the assignee
                           under the Tenant Covenants (as defined in section 28
                           of the Act) in this Lease and

                  (ii)     to be liable as guarantor in respect of the
                           assignee's performance of the Tenant Covenants (as
                           above defined) in this Lease (provided



                                      -10-
<PAGE>

                           that such liability shall be no more onerous than the
                           liability to which the assignor would be subject in
                           the event of it being liable as sole or principal
                           debtor in respect of the obligations owed by the
                           assignee under the Tenant Covenants).

                  (iii)    in the event of this Lease being disclaimed by a
                           liquidator or trustee in bankruptcy of the assignee
                           if so requested in writing by the Landlord within six
                           calendar months of such disclaimer to enter into a
                           new lease of the Premises the term of which shall
                           expire simultaneously with the date upon which (but
                           for any disclaimer) this Lease would have expired by
                           effluxion of time (and not by any other means) and
                           the Tenant's Covenants shall be identical to (mutatis
                           mutandis) but in any event no more onerous than the
                           Tenant Covenants in this Lease.

         (b)      If the Landlord reasonably so requires in the circumstances to
                  obtain up to two acceptable guarantors for any person to whom
                  this Lease is to be assigned who will covenant with the
                  Landlord on the terms (mutatis mutandis) set out in the Third
                  Schedule.

         (c)      If the Landlord reasonably so requires in the circumstances
                  the proposed assignee will prior to the assignment enter into
                  such reasonable rent deposit arrangement and/or provide such
                  additional security for the performance by the proposed
                  assignee of its obligations under this Lease as the Landlord
                  may reasonably require.

         (d)      the proposed assignee shall enter into a covenant with the
                  Landlord to pay the rents reserved by and perform and observe
                  the covenants on the part of the Tenant contained in this
                  Lease for the period that this Lease is vested in the proposed
                  assignee.

4.21.6        Clauses 4.21.4 and 4.21.5 shall operate without prejudice to the
              right of the Landlord to refuse such consent on any other ground
              or grounds or to impose further conditions where such refusal or
              such imposition would be reasonable in the circumstances.

4.21.7        Not to underlet the whole of the Premises or the parts thereof
              referred in clause 4.21.3 without the prior consent in writing of
              the Landlord (such consent not to be unreasonably withheld or
              delayed) otherwise than at a rent which is not less than the open
              market rental value of the Premises (being in any event not less
              than the rent then payable under this Lease or a due and proper
              proportion thereof in respect of an underletting of a part or
              parts of the Premises) without a fine or premium and with
              provision for upwards only rent reviews coinciding with the
              reviews under this Lease and in other respects with substantially
              materially the same covenants and conditions as are contained in
              this Lease unless otherwise agreed by the Landlord.


                                      -11-
<PAGE>

4.21.8        Not to vary the terms of any underlease permitted under clause
              4.21.7 without the Landlord's written consent (such consent not to
              be unreasonably withheld or delayed provided such variation does
              not constitute a variation to this Lease) and throughout the term
              of any underlease to require the undertenant to perform and
              observe the Tenant's covenants (except as to the payment of rent)
              and the conditions contained in this Lease.

4.21.9        The Landlord may as a condition for giving its consent for any
              permitted underletting require the proposed underlessee to enter
              into a direct covenant with the Landlord to perform and observe
              the Tenant's covenants (except as to payment of rent) and the
              conditions contained in this Lease during the period that the
              proposed underlease is vested in the proposed underlessee.

4.21.10       Upon the Landlord consenting to an underletting of the Premises
              procure that the underlessee covenants with the Landlord:

         (a)      Not to assign (or agree to do so) any part of the Premises (as
                  distinct from the whole) and not to underlet or share or (save
                  by way of an assignment of the whole) part with possession of
                  or permit any person to occupy the whole or any part of the
                  Premises and

         (b)      Not to assign (or agree to do so) the whole of the Premises
                  without the prior consent in writing of the Landlord (such
                  consent not to be unreasonably withhold or delayed).

4.21.11       To notify the Landlord in writing with relevant details within
              twenty eight days of any rent payable under an underlease being
              reviewed.

4.21.12       Not to grant any underlease of a part or parts of the Premises
              without first obtaining an Order of the Court under the provisions
              of Section 38(4) of the Landlord and Tenant Act 1954 (as amended)
              and an agreement between the parties to the proposed underlease
              pursuant to such Order that the provisions of Section 24-28 of
              that Act be excluded in relation to such underlease.

4.21.13       In the event that any circumstances or conditions specified in
              clauses 4.21.4 and 4.21.5 above are framed by reference to any
              matter falling to be determined by the Landlord (or by any other
              person) if the Tenant disputes such determination then either the
              Landlord or the Tenant shall be entitled to require the matter or
              matters in question to be referred to an independent expert who in
              the absence of agreement between the parties shall be appointed on
              the application of either party by the President of the Royal
              Institution of Chartered Surveyors and the determination of such
              independent expert shall be conclusive as to the matter or matters
              in question and shall be final and binding on the parties and his
              costs shall be met by the parties in such proportions as the
              independent expert shall determine.


                                      -12-
<PAGE>

4.21.14       The Tenant shall be entitled without obtaining any consent from
              the Landlord to permit another company or companies (in this
              clause 4.21.14 called "a Company") to occupy as licensee part or
              parts of the Premises if and so long as that Company is a member
              of the same group of companies as the subsidiary or the holding
              company or a company who has the same holding company as the
              Tenant (the terms subsidiary and holding company as being defined
              in accordance with Section 736 of the Companies Act 1985) and the
              conditions set out in the remainder of this clause 4.21.14
              continue to be fulfilled.

         (a)      No relationship of landlord and tenant shall arise out of such
                  occupation.

         (b)      Written notice shall be given to the Landlord no later than 14
                  days after such occupation commences:

                  (i)      of the identity of such company

                  (ii)     as to how clause 4.12.14 is satisfied and

                  (iii)    of the part of the Premises concerned

         (c)      The Tenant shall provide such evidence as the Landlord may
                  reasonably require from time to time to satisfy itself that
                  the relationship of Landlord and Tenant does not arise or has
                  not arisen out of such occupation.

4.21.15       The Tenant indemnifies the Landlord against all losses damages
              costs and expenses suffered or incurred by the Landlord as a
              result of any breach by the Tenant of the provisions of clause
              4.12.14.

4.22     REGISTRATION OF DEALINGS

         Within one month after the execution of any assignment or underlease
         permitted under this Lease or any assignment of such underlease or
         after any devolution by will or otherwise of the Term or after any
         other dealing with this Lease to supply a certified copy of the deed or
         instrument effecting the same to the Landlord and to pay such
         reasonable fee as the Landlord may require for registration.

4.23     RELETTING AND SALE BOARDS

         To permit the Landlord or its agents to enter upon the Premises and to
         affix upon any suitable part a notice board for reletting or selling
         the same but not so as to interfere with the Tenant's use of and/or
         access to the Premises and/or the business carried on there and not to
         remove or obscure the same and to permit all persons authorised in
         writing by the Landlord or its agents to view the Premises during usual
         business hours in the daytime on weekdays only.


                                      -13-
<PAGE>

4.24     COSTS OF LICENSES AND NOTICES AS TO BREACH OF COVENANT

         To pay on demand and indemnify the Landlord against all proper and
         reasonable costs charges and expenses (including professional fees)
         incurred by the Landlord arising out of or incidental to any
         application made by the Tenant for any consent or approval of the
         Landlord except where such consent has been unreasonably withheld or
         delayed or any breach of the Tenant's covenants or the preparation and
         service of a schedule or interim schedule of dilapidations or any
         notice which the Landlord may serve on the Tenant whether served before
         or after the determination of this Lease (including a notice under
         Section 146 of the Law of Property Act 1925) requiring the Tenant to
         remedy any breach of any of its covenants or arising out of or in
         connection with any proceedings referred to in sections 146 or 147 of
         that Act notwithstanding that forfeiture may be avoided otherwise than
         by relief granted by the Court.

4.25     INDEMNITY

         To be responsible for and to indemnify the Landlord against:

4.25.1        all damage loss or injury occasioned to the Premises or any
              adjoining premises or to any Conducting Media or to any person or
              chattel (whether or not upon the Premises) caused by any act
              default or negligence of the Tenant or any undertenant or the
              servants agents licensees or invitees of either of them or by
              reason of any defect in the Premises and

4.25.2        all proper and reasonable losses damages costs expenses claims and
              proceedings properly and reasonably incurred by or made against
              the Landlord arising out of any breach by the Tenant of any of its
              obligations arising by virtue of this Lease.

4.26     VAT

         To pay to the Landlord upon demand any value added tax chargeable upon

4.26.1        any supply made by the Landlord to the Tenant pursuant to this
              Lease so that al consideration for any such supply is exclusive of
              value added tax.

4.26.2        any supply (whether made to the Landlord or to a third person)
              where pursuant to this Lease the Tenant is required to pay to the
              Landlord any sum in respect of any costs fees expenses or other
              expenditure or liability (of whatever nature) in connection with
              that supply except to the extent that any such value added tax may
              be recoverable by the Landlord from H.M. Customs and Excise.



                                      -14-
<PAGE>

4.27     DEFECTS

         To inform the Landlord without delay in writing upon the Tenant
         becoming aware of any defect in the Premises which might give rise to a
         duty imposed by common law or statute on the Landlord and to indemnify
         the Landlord against all actions costs claims and liabilities suffered
         or incurred by or made against the Landlord in respect of the Premises
         under the Defective Premises Act 1972.

4.28     PROHIBITED USES

         Not to use or carry out from the Premises or any part thereof any
         electroplating panel beating or spray painting.

4.29     RENT DEPOSIT DEED

         Unless the Landlord has previously given its written confirmation as
         provided for in clause 11.3 of the original Deposit Deed the Tenant
         shall on 21st November 2008 enter into a new deposit deed substantially
         in the same form as the Deposit Deed (with amendment to ensure that the
         document is lawful and applicable to this Lease) and to pay unto the
         Landlord on such date a sum equivalent to one year of the Rent
         (together with a sum in settlement of the Value Added Tax payable
         thereon) determined pursuant to clause 7 in respect of the Rent Review
         applicable as at 21 November 2008 or if the Rent has not been
         determined a sum equivalent to one year of the Rent payable immediately
         prior to the said Review Date with the balance (is applicable) to be
         paid within 14 days of the said Rental being determined..

5.       LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant (but so that no liability shall
         attach to the Landlord in respect of any breach by the Landlord of its
         obligations under this Lease after the reversion immediately expectant
         on the determination of the Term has ceased to be vested in the
         Landlord).

5.1      QUIET ENJOYMENT

         That the Tenant performing and the observing the covenants conditions
         and agreements contained in this Lease shall and may peaceably and
         quietly hold and enjoy the Premises during the Term without any lawful
         interruption or disturbance by the Landlord or any person rightfully
         claiming through or under it.

5.2      INSURANCE

         At all times during the Term to keep the Premises insured for the
         Landlord's benefit in the Full Reinstatement Value against the Insured
         Risks and if the Premises are damaged or destroyed by any of the
         Insured Risks the Landlord will subject to provisions of clause 5.2.2
         hereof with all convenience and practicable




                                      -15-
<PAGE>

         speed apply for and apply all insurance proceeds (other than those
         relating to Loss of Rent) received in respect thereof in the repair
         and/or reinstatement and/or rebuilding of the Premises using such
         materials as are then appropriate subject to all necessary consents
         and licenses being obtained.

         PROVIDED THAT:

5.2.1         the Landlord's obligations under this covenant shall cease if the
              insurance shall be rendered void or voidable or the policy moneys
              withheld in whole or in part by reason of any act of default of
              the Tenant or any undertenant or any of their respective employees
              contractors licensees or invitees.

5.2.2         if the Premises are destroyed or so seriously damaged by any
              Insured Risk as to require (in the proper and reasonable opinion
              of the Landlord's surveyor whose decision shall be final and
              binding upon the parties) substantial reconstruction then the
              Landlord may at any time within six months of the said damage or
              destruction give one months' notice in writing to determine this
              Lease and immediately upon the expiry of that notice this demise
              shall determine but without prejudice to the rights and remedies
              of any party against any other in respect of any antecedent claim
              or breach of covenant and all insurance money shall be the
              absolute property of the Landlord.

5.2.3         if the Premises following any destruction or damage shall not have
              been repaired reinstated or replaced in accordance with the
              foregoing covenants so as to render the Premises fit for
              occupation or use within a period of two years eleven months from
              the date of destruction or damage the Tenant may thereafter by
              giving one month's notice in writing determine this Lease but
              without prejudice to the rights of either party in respect of any
              antecedent claim or breach of covenant and all insurance money
              shall be the absolute property of the Landlord.

6.       CONDITIONS

         Provided always and it is hereby agreed and declared as follows:

6.1      RE-POSSESSION ON TENANT'S DEFAULT.

         If at any time during the Term:

6.1.1         the rents reserved by this Lease or any of them or any part of
              them shall be in arrear for twenty eight days after the same shall
              have become due (whether legally demanded or not) or

6.1.2         the Tenant shall at any time fail or neglect to perform or observe
              any of the covenants conditions or agreements on its part to be
              performed and observed contained in this Lease or in any license
              approval or consent given by the



                                      -16-
<PAGE>

              Landlord to the Tenant in relation to the Premises or in any other
              deed supplemental to this Lease or by which this Lease may be
              varied.

6.1.3         the Tenant either shall (being a corporation) have an application
              made for an administration order (whether or not at its instance)
              or enter into liquidation whether compulsory or voluntary (not
              being a voluntary liquidation for the purpose of reconstruction
              only) or (being an individual) become bankrupt or

6.1.4         the Tenant shall make any arrangement or composition with
              creditors or suffer any distress or execution to be levied on
              property of the Tenant or have an encumbrancer take possession or
              a receiver appointed in respect of the same.

6.1.5         then and in any such case it shall be lawful for the Landlord (or
              any person or persons duly authorised by it in that behalf) to
              re-enter into or upon the Premises and thereupon the Term shall
              absolutely cease and determine but without prejudice to the rights
              and remedies of the Landlord in respect of any antecedent breach
              by the Tenant of any of the covenants conditions or agreements
              contained in this Lease.

6.2      BENEFIT OF INSURANCE AND ABATEMENT OF RENT

6.2.1         The benefit of all insurance effected by the Landlord under this
              Lease or otherwise in respect of the Premises shall belong solely
              to the Landlord but if the Premises or any part of them shall at
              any time be destroyed and/or damaged by any of the Insured Risks
              so as to be unfit for occupation and/or use and/or rendered
              inaccessible then and in every such case (unless the Landlord's
              policy of insurance in relation to the Premises shall have been
              rendered void or voidable or the policy moneys withheld in whole
              or in part by reason of the act default or omission of the Tenant
              or any undertenant or any of their respective employees
              contractors licensees or invitees) the rents reserved by this
              Lease of a fair and just proportion thereof according to the
              nature and extent of the damage sustained shall be suspended and
              cease to be payable until the Premises shall have been repaired or
              reinstated and made fit for occupation and use and all access
              thereto restored in accordance with clause 5.2 or until the
              expiration of three years (or such longer period as may be
              provided for in the policy of insurance for Loss of Rent) from the
              destruction or damage whichever first occurs.

6.2.2         No account shall be taken of damage in relation to any alteration
              or improvement to the Premises carried out otherwise than by the
              Landlord unless such alteration or improvement has in fact been
              taken into account in effecting both the insurance of the Premises
              and the insurance in respect of the Loss of Rent.

6.2.3         Any dispute between the Landlord and the Tenant concerning the
              proportion or duration of the suspension or cesser shall be
              determined by an arbitrator



                                      -17-
<PAGE>

              appointed in default of agreement between the Landlord and the
              Tenant on the application of either of them by the President of
              the Royal Institution of Chartered Surveyors and any such
              reference shall be a submission to arbitration within the
              Arbitration Act 1996.

6.3      NOTICES

         The provisions of Section 196 Law of Property Act 1925 (as amended)
         shall apply to the giving and service of all notices and documents
         under or in connection with this Lease.

6.4      LICENSE TO ALTER

         The License to Alter and all the terms and conditions therein contained
         shall remain in full force and effect including the covenants on the
         part of the lessee contained therein and such covenants shall from the
         Commencement Date be construed as having been given by the Tenant.

6.5      THIRD PARTY RIGHTS

         Unless it is expressly stated that the Contracts (Rights of Third
         Parties) Act 1999 is to apply nothing in this Lease will create rights
         in favour of any one other than the parties to this Lease.

7.       RENT REVIEW

7.1      In this clause:

         "ASSUMPTIONS"

                           means the assumptions that:

         1.       the Premises are in good and substantial repair and condition.

         2.       the Landlord and the Tenant have complied with all their
                  respective covenants and obligations imposed by this Lease on
                  each of them.

         3.       all parts of the Premises are fit and ready for use for the
                  Permitted Use.

         4.       that the rent at which the Premises could reasonably be
                  expected to be let is that which would be payable after the
                  expiry of any rent free period or after the receipt of such
                  other rent concession or inducement (in each case for fitting
                  out purposes only) as may be negotiated in the open market
                  between a landlord and a tenant upon a letting of the
                  Premises.



                                      -18-
<PAGE>

         5.       no work has been carried out on the Premises during the Term
                  which has diminished the rental value of the Premises and

         6.       any damage to or destruction of the Premises or any means of
                  access to them has been fully reinstated.

         "CURRENT RENT"

                           means for the purposes of determining the Rental
                           Value as at 21 November 2008 means the sum payable
                           pursuant to the review of rent as at 20 November 2003
                           as provided for in the Previous Lease and at
                           subsequent reviews means the yearly rent reserved by
                           this Lease (disregarding any suspension of rent under
                           any other provision of this Lease) as varied from
                           time to time pursuant to this clause.

         "MATTERS TO BE DISREGARDED"

                           means each of the following matters so far as they
                           may affect rental value:

         1.       the fact that the Tenant has previously been in occupation of
                  the Premises

         2.       any goodwill attaching to the Premises by reason of the
                  carrying on of the business of the Tenant at the Premises and

         3.       any improvement to the Premises carried out during the Term by
                  the Tenant or undertenant other than improvements effected at
                  the expense of the Landlord or pursuant to any obligation to
                  the Landlord whether under the provisions of this Lease or any
                  other deed or document.

         "NEW RENT"

                           as at the Review Date means the higher of:

         1.       the Current Rent immediately before the Review Date and

         2.       the Rental Value as at the Review Date

         and for the avoidance of doubt for the purposes of the determination of
         the Rent as at 21 November 2008 the New Rent shall be the higher of the
         rent determined pursuant to the review of rent as at 20 November 2003
         as provided for in the Previous Lease and the open market rent
         determined pursuant to this clause 7.

         "PRESIDENT"



                                      -19-
<PAGE>

                           means the President for the time being of the Royal
                           Institution of Chartered Surveyors or any other body
                           reasonably specified by the Landlord.

         "RENTAL VALUE"
                           as at the Review Date means the open market rental
                           value of the Premises at that Date:

         1.       as agreed by the Landlord and the Tenant or

         2.       as determined by a Value pursuant to the provisions of this
                  clause.

         "VALUER"

                           means a chartered surveyor who has experience of
                           practice in property of the nature and type of the
                           Premises and who is acquainted with the market in the
                           area in which the Premises are located.

7.2      The New Rent shall be payable from and including the Review Date.

7.3 The Landlord may give to the Tenant not more than fifteen nor less than six
months' notice in writing (a "Rent Review Notice") expiring on or after the
Review Date requiring the Current Rent payable immediately before the Review
Date to be increased as from the Review Date to the Rental Value and any
proposal made by the Landlord as to such Rental Value shall be in writing ("a
Rent Proposal").

7.4 The Tenant acknowledges that time shall not be of the essence in relation to
the giving of any such Notice and the Landlord shall be entitled to require a
review of the Current Rent with effect from the Review Date even if the Rent
Review Notice expires after or is given after such Review Date.

7.5 If the Landlord gives a Rent Proposal and the Tenant has not within twenty
eight days (time being of the essence) of it being given disputed the amount
proposed in the Rent Proposal by giving a written counter-notice to that effect
to the Landlord the amount in the Rent Proposal shall be taken to be agreed by
the Landlord and the Tenant and shall be substituted for the Current Rent on the
Review Date.

7.6 If the Landlord gives a Rental Proposal and the amount specified in it is
not taken to be agreed under clause 7.5 but the Landlord and the Tenant do not
agree upon the amount of the Rental Value within three months of the Tenant's
counter-notice being given or (if earlier) by the date which is three months
before the Review Date either the Landlord or the Tenant may require the Rental
Value to be determined by a Valuer.

7.7 The Landlord may require the Rental Value to be determined by a Valuer even
if no Rent Review Notice or Rent Proposal is given.


                                      -20-
<PAGE>

7.8 Where the Rental Value is to be determined by a Valuer and the Landlord and
the Tenant do not agree as to his appointment within twenty one days of either
of them putting forward a nomination to the other such Valuer shall be appointed
at the request of either party by the President.

7.9 The Valuer shall act as an expert and not as an arbitrator and his decision
(including any decision as to the costs of such determination) shall be final
and binding on the parties.

7.10 The Valuer shall upon appointment either by the parties or the President be
required upon his determination to provide a reasoned award to the Landlord and
the Tenant.

7.11 Notwithstanding that the Valuer shall act as an expert the Landlord and the
Tenant shall each be entitled to make representations and
counter-representations to such Valuer a copy of which shall be supplied by the
Valuer to the other of them and in making an award as to costs the Valuer shall
have regard to the representations and counter-representations made to him.

7.12 The Valuer shall determine the Rental Value as the yearly open market rack
rental value at which the Premises might reasonably be expected to be let with
vacant possession in the open market by a willing lessor to a willing lessee for
a term of years equal in length to the balance unexpired of the Term as at the
Review Date and on the terms and conditions of a lease which are otherwise the
same as this Lease except as to the actual amount of the Current Rent and the
date on which the term commences and making the Assumptions but taking no
account of the Matters to be Disregarded.

7.13 If by the Review Date the New Rent has not been ascertained (whether or not
negotiations have commenced) the Tenant shall continue to pay the Current Rent
on each day appointed by this Lease for payment of Rent until the New Rent has
been ascertained and upon such ascertainment of the New Rent the Tenant will pay
to the Landlord as arrears of rent an amount equal to the difference between the
New Rent and the Current Rent actually paid for the period since the relevant
Review Date together with interest on the difference at 4% below the Prescribed
Rate.

7.14 In no event shall the yearly rent payable by the Tenant to the Landlord
after the relevant Review Date be less than the yearly rent payable by the
Tenant to the Landlord immediately before such relevant Review Date whether
pursuant to this Lease or the Previous Lease.

7.15 A memorandum in the form set out in the Fourth Schedule of any increased
rent determined pursuant to this clause 7 shall as soon as may be after such
determination be prepared in duplicate and signed by or on behalf of the
Landlord and Tenant.

8.       SURETY


                                      -21-
<PAGE>

8.1 In consideration of this demise being made at the Surety's request the
Surety covenants with the Landlord in the terms set out in the Third Schedule.

8.2 The Surety shall be released from its covenants and obligations pursuant to
this Lease.

8.2.1         Upon an assignment of this Lease (subject to and in accordance
              with the provisions of Clause 4.21 hereof) provided the assignee
              being a limited company complies with and achieves the provisions
              of the Profits Test or is of sufficient financial strength and
              resources (to be determined by the Landlord acting reasonably) to
              be able to observe and perform the covenants contained in this
              Lease.

8.2.2         Upon the Surety providing a substitute surety (which may be
              another member of the Tenant's group of companies) who enters into
              the covenants with the Landlord specified in the Third Schedule
              hereto and who in the case of a limited company complies with the
              provisions of the Profits Test or being a limited company or an
              individual or individuals is or together are jointly of sufficient
              financial strength and resources (to be determined by the Landlord
              acting reasonably) to be able to observe and perform the covenants
              contained in this Lease in the event of any default by the Tenant
              or

8.2.3         Upon the Tenant (here meaning Advantage UK Limited and not its
              assigns or successors in title) complying with and achieving the
              provisions of the Profits Test.

8.2.4         Upon there being provided to the Landlord a Rent Indemnity from a
              credit worthy commercial bank (approved by the Landlord such
              approval not to be unreasonably withheld or delayed) substantially
              in the form of the draft document annexed (subject to such
              amendments only as may be necessary to comply with any changes in
              the law or commercial practice such changes due to commercial
              practice being first approved by the Landlord such approval not to
              be unreasonably withheld or delayed) issued from its offices in
              London in an amount equal to the lesser of (i) eight years' rent
              and (ii) the rent remaining under the term of this Lease.

8.2.5         For the purposes of this Clause 8 "Profits Test" shall mean:

              a company being subject to the provisions of clauses 8.2.1 to
              8.2.3 (inclusive) hereof which notifies the Landlord in writing
              (with copies of all relevant audited accounts and other relevant
              material) that in each of three consecutive accounting periods of
              the company (the third such period ending no earlier than 12
              months before such notice) that the company's audited accounts
              established that its net profit after tax for each such accounting
              period constituted a sum which is at least three times the amount
              of annual rent payable under this Lease as at the date of the


                                      -22-
<PAGE>

              company's notice and the Landlord having confirmed in writing unto
              the Tenant and the said company that it is satisfied that the
              notice accounts and material referred to establish the
              circumstances referred to and in this respect the Landlord shall
              not unreasonably withhold or delay such written confirmation.

8.2.6         Upon the Landlord giving such written confirmation the parties
              shall enter into a deed in such form as the Landlord may
              reasonably require prepared by or on behalf of the Landlord at the
              cost of the Tenant to record the relevant facts and until such
              time as such deed is completed the obligation of the Surety shall
              remain in full force and effect.

8.3 The provisions of this Clause 8 shall not in anyway act or be interpreted so
as to limit or reduce the provisions or effect of Clause 4.21 of this Lease.

9.       PREVIOUS LEASE

         If the term of years granted by the Previous Lease shall be determined
         under the proviso for re-entry contained therein this Lease shall
         become null and void.

10.      CERTIFICATE

        It is certified that there is no agreement for lease to which this Lease
        gives effect.

IN WITNESS of which this Lease has been executed and is delivered as a deed on
the date appearing as the date of this Lease.




                                      -23-
<PAGE>


                                 FIRST SCHEDULE
                                 --------------

                                 BUILDING 86/88
                                 BESTOBELL ROAD
                                 TRADING ESTATE
                                     SLOUGH

A single story, six bay warehouse measuring to bay 86, 34.93m (114' 7") x 30.33m
(99' 6") with two storey toilet/offices at east 6.93m (22' 9") x 30.67m (100'
8") and to Bay 87, 34.96m (114' 11") x 30m (98' 5") with mezzanine floor at east
approximately 6.6m (21' 8") x 30.18m (99) and to Bay 88, 28.06m (92' 1") x
30.33m (99' 6") with mezzanine floor at east approximately 6.6m (21' 8") x
30.18m (99') all by 6.10m (20') high to eaves. All providing gross external
floor areas of:

               Ground Floor Warehouse          2,966.50m2       (31,931 sq. ft)
               Ground Floor Office             212.56m2         (2,288 sq. ft.)
               First Floor Office              212.47m2         (2,287 sq. ft.)
               Mezzanine                       401.62m2         (4,323 sq. ft.)

               Total                           3,793.15m2       (40,829 sq. ft.)

FOUNDATIONS
-----------

Concrete foundations to suit structure and ground conditions all to structural
engineers design and specification.

FRAME
-----

Painted steel portal frames with external stanchions brick encased to form
piers.

ROOF
----

Roof of corrugated asbestos cement sheeting fibreglass insulation and over
purling lining of plastic faced, foil-backed, plasterboard in galvanised "I"
sections on galvanised steel purlins and incorporating approximately ten percent
translucent roof light sheets (not over offices) and sixteen roof ventilators.

Roof drained via galvanised boundary wall and valley gutters and PV downpipes
connected to surface water drainage.

EXTERNAL WALLS
--------------

External walls generally of cavity brick construction with facing brick external
leaf, cavity foam insulation to 6.1 metres high, with profiled galvanised,
plastisol coated steel sheeting above on steel framework to 7.5 m. Cladding
insulated with glass fibre and internal lining of plastic faced foil backed
plasterboard to gables at east and west. Internal face of cavity wall
construction finished fair faced and unpainted internally.



                                      -24-
<PAGE>

The east (front) elevation incorporates to each pair of bays (two bays per
building) a recessed entrance porch with concrete canopy incorporating acrylic
sign board for tenants name, one pair of bronze anodised aluminium fully glazed
doors and side screens, with bronzed spectra float glass (toughened in doors) to
office entrance and painted timber via exit doors with panic bars to numbers 87
and 88, six tripled unit bronze anodised aluminum windows with bronzed
spectra-float glass and ground floor level and seven at first floor level of
each building.

One flush painted fire exit door with panic bar and statutory signage is
provided to each pair of bays at the rear (west) and one at the north of
building 88. One painted flushed timber door is provided to the switch room on
the north elevation of building 88. One pair of painted louvered timber doors
are provided to the sprinkler pump room on the north elevation of building 88.

One aluminium insulated up and over loading door approximately 4.5m x 5.3m high
is provided to the rear of building 88, one to the rear of 87 and two to the
rear of building 86. Steel post and rail crash barrier protection is provided
below loading doors to building 86 only. Two acrylic sign boards for tenants
name signs are provided to the brick walls at the rear (west).

EXTERNAL AREAS
--------------

South             -      Grassed/tree planted area.

East              -      Concrete slabbed paths to building 86 and grassed/tree
                         planted area.

                  -      Concrete slabbed path and grassed/tree planted area to
                         building 87.

                  -      Tarmac surfaced concrete kerbed area for parking of 10
                         no. cars to building 87.

                  -      Concrete slabbed path and grassed/tree planted areas to
                         building 88.

                  -      Tarmac surface to concrete kerbed area for parking of
                         7 no. cars to building 88.

North             -      Grass/tree planted area to building 88.

                  -      Concrete slabbed path to all doorways and footpath to
                         building 88.

West              -      Matching facing brick wall with piers, to 2.1 meter
                         height at south of building 86.

                  -      Reinforced concrete apron with ramp down forming a
                         circulation area for commercial vehicles and low level
                         loading dock to building 86.


                                      -25-
<PAGE>

                  -      Brick bank and retaining wall covering level
                         differences to building 87.

                  -      Tarmac/concrete surfaced access area and parking for
                         9 no. cars to building 87.

                  -      Concrete ramp to loading door of building 87.

                  -      Grass/tree planted area to building 88.

                  -      Concrete surfaced access area and parking for 5 no.
                         cars to building 88.

General           -      Soil and surface water drainage serving the property.

INTERNAL
--------

FLOORS
------

Concrete floor throughout with hardened and power float finish to warehouse area
and screed and PV tiles to toilets, carpet to entrance hall (with recessed
matwell and mat to office entrance), PV tiles to first floor and carpet to
staircase and landings.

First floor of offices comprising screeded, pre-cast concrete beams with PV
tiles.

Mezzanine floors to buildings 87 and 88 of concrete encased steel framework with
screeded concrete beam floors, protected by tubular railings 1.1 metre high,
each with two pairs of gates in matching construction and each unit with one
steel ladder. Steel connecting platform between each mezzanine floor.

WALLS
-----

Brick compartment wall to two story offices at east in building 86 with further
internal block of partitions forming one large office with lobby, stairwell and
male/female office toilets and male works toilet with shower room and each
utility/rest room with lobby all at ground floor. At first floor forming
stairwell and two large offices. All walls finished fairfaced and unpainted to
warehouse side and plastered and emulsion painted to office and toilet side.
White glazed tiles are provided to shower room walls.

Internal doors are flushed timber construction with "KOTO" ply face and
polyurethane lacquer finish, fire resisting and self closing where appropriate
and including vision panels to circulation spaces.

STAIRCASE
---------

Staircase to each mezzanine floor of reinforced concrete with painted tubular
steel handrail, intermediate rail and balusters.



                                      -26-
<PAGE>

Staircase to office area of reinforced concrete, fully carpeted including edges
and soffit with stainless steel handrail and balusters with "abeche" timber
centre rail.

Accommodation
-------------

Female Staff Toilets       2 no.   Low level WC suites in melamine cubicles.
                           2 no.   Wash hand basins.
Male Staff Toilets         1 no.   Low level WC suite in melamine cubicle.
                           2 no.   Bowl urinals and automatic flushing cistern.
                           2 no.   Wash hand basins.
Male Works Toilets         2 no.   Low level WC suites in melamine cubicles.
                           2 no.   Urinal bowls with automatic flushing cistern.
                           2 no.   Wash hand basins.
                           1 no.   Shower tray with glazed cubicle and fittings.
Utility Area               1 no.   Stainless steel single drainer, single bowl,
                                   sink with timber cupboard under.


Glazed tile splashbacks are provided to basins, urinals and sinks. All sanitary
fittings are in white glazed vitreous china (commercial standard) connected to
hot and cold water services as appropriate and to soil drainage. One mirror is
provided to each toilet and each toilet area and the access lobby is ventilated
by a "Mechavent" powered and ducted ventilation system.

CEILINGS
--------

Ceilings of warehouse areas as described under roofs.

Ceilings to office area of suspended fibre tiled ceilings in metal "T" grid to
both floors with shower room ceiling of plasterboard on softwood joist.

ELECTRICAL INSTALLATION
-----------------------

Lighting is provided throughout the unit as follows:


Entrance Hall, Staircase, Factory, Toilet & Office Lobbies:

                               2 no.       100 Watt flameproof tungsten
                                           luminaires for factory and male
                                           toilet lobbies and
                               8 no.       1.4m, 4x40 Watt flush fluorescent
                                           luminaires and
                               1 no.       600 mm square flushed fluorescent
                                           luminaires.

Ground Floor Office            14 no.      1.4m, 4x40 Watt flushed fluorescent
                                           luminaires.


                                  -27-
<PAGE>

Utility & Rest Room            6 no.       1.8m, 75 Watt twin fluorescent
                                           luminaires and
                               1 no.       1.4m, 40 Watt twin fluorescent
                                           luminaires

Male Works Toilet              1 no.       1.8m, 75 Watt twin fluorescent
                                           luminaire.

Shower                         1 no.       100 Watt round tungsten luminaire.

Male Staff Toilet              1 no.       1.5m, 65 Watt twin fluorescent
                                           luminaire and
                               1 no.       100 Watt round tungsten luminaire.

Femail Staff Toilet            1 no.       1.5m, 65 Watt twin fluorescent
                                           luminaire and
                               1 no.       100 Watt round tungsten luminaire.

First Floor Office             28 no.      1.4m, 4x40 Watt flushed fluorescent
                                           luminaires.

Warehouse                      100 no.     1.8m, 75 Watt twin flameproof
                                           fluorescent luminaires with
                                           reflectors

Mezzanine Floors               14 no.      1.8m x75 Watt twin flameproof
                                           fluorescent luminaires with
                                           reflectors

Plant Room                     3 no.       1.8m x75 Watt twin fluorescent
                                           luminaires with open reflectors

Electrical Switch Room         1 no.       1.8m x75 Watt twin fluorescent
                                           luminaire with open reflector

External                       3 no        250 Watt HP sodium floodlights
                                           controlled by photo electric cells
                                           and time switches

Small power is provided as follows:-

Entrance Hall                  1 no.       13 amp flush twin switched socket
                                           outlet

Ground Floor Office            8 no.       13 amp flush twin switched socket
                                           outlets

Utility & Rest Room            4 no.       13 amp flush twin switched socket
                                           outlets

Shower                         1 no.       13 amp flush switched twin spur unit
                                           with indicator light for 3kW
                                           immersion heater in HWS cylinder

First Floor Office             16 no.      13 amp flush twin switched socket
                                           outlets

Control & Protection is provided by:-
                               1 no.       300 amp TP & N fuse switch (main
                                           switch)
                               1 no.       300 amp TP & N busbar chamber
                               2 no.       60 amp TP & N switch fuse


                                  -28-
<PAGE>

                               2 no.       20 amp TP & N 3-way distribution
                                           board
                               1 no.       13 amp TP & N switch fuse
                                           (sprinklers).
                               1 no.       100 amp TP & N switch fuse (office
                                           lighting & small power)
                               6 no.       25 amp TP & N four pole factory
                                           lighting contractor.
                               1 no.       Bumper control panel switch

                               1 no.       100 amp TP & N isolator (sub main
                                           switch gear)
                               1 no.       30 amp TP & N 6-way distribution
                                           board (sub main switch gear)
                               1 no.       20 amp 7-day time switch for control
                                           of immersion heater (sub main
                                           switch gear)

                                           (The last three items are located in
                                           the Utility Room)

The installation is wired in PVble of reputable manufacture encased in
welded steel screwed conduit and galvanised trunking, fully complying with
present day good practice and the regulations of the Institute of Electrical
Engineers.

The installation in the factory is flameproof and the wiring is carried out
utilising PVC, SWA, PVC cables and/or MICC cables as appropriate, fully
complying with present day good practices etc. as above and BS code of practice
1083; part I; 1964-division II.

FIRE FIGHTING EQUIPMENT
-----------------------

                               21 no.      Nine litre, water fire extinguishers
                                           are provided throughout the building



                                      -29-
<PAGE>



                                 FIRST SCHEDULE

                    Description of the Building and Fixtures

The schedule annexed to this Lease headed "The First Schedule"





<PAGE>

                                 SECOND SCHEDULE

                                     PART I

                                   The Rights

The right in common with the Landlord and all other persons now or at any time
after the date of this Lease similarly entitled to pass at all times and for all
purposes connected with the proper use of the Premises in accordance with this
Lease with or without vehicles over the land (if any) shown hatched brown on the
Plan.





                                     PART 2

                         The Exceptions and Reservations

1.       To the Landlord and all others authorized by it the free and
         uninterrupted passage and running of water soil gas electricity and
         telephone or any other service or supply from the other buildings and
         land of the Landlord and its tenants adjoining or near the Premises and
         from the land and premises of others so authorised as aforesaid through
         the Conducting Media which are nor or may hereafter be in, through,
         under or over the Premises.

2.       To the Landlord and all others authorised by it the right at all times
         to enter the Premises with all necessary equipment for the purposes of:

2.1      laying, constructing, installing, replacing, repairing, maintaining or
         altering any Conducting Media now or hereafter in, through, under or
         over the Premises or any adjoining property or making connections to
         any such Conducting Media.

2.2      carrying out inspections or tests to any such Conducting Media.

2.3      exercising any of the rights of the Landlord contained in this Lease.

3.        To the Landlord full right and liberty at any time hereafter or from
          time to time to execute works and erections upon or to alter or
          rebuild any of the buildings erected on any neighbouring property of
          the Landlord and to use such property and each part of it in such
          manner as the Landlord may think fit notwithstanding that the access
          of light and air to the Premises may thereby be interfered with

4.        To the Landlord and all others authorised by it the right to pass with
          or without vehicles at all times and for all purposes over the land
          (if any) shown hatched yellow on the Plan.

<PAGE>


                                 THIRD SCHEDULE

1.       If at any time during the period that the Term is vested in the Tenant
         it shall not pay any of the rents or other sums payable under this
         Lease or perform and observe any of the covenants, conditions or other
         terms of the Lease the Surety shall pay such rents or other sums or
         observe or perform such covenants, conditions or other terms.

2.       By way of separate and additional liability and notwithstanding that
         the guarantee in paragraph 1 may be unenforceable or invalid for any
         reason the Surety indemnifies the Landlord against all proper and
         reasonable losses damages costs and expenses suffered or incurred by
         the Landlord arising out of or in connection with any failure by the
         Tenant to pay any of the rents and sums or to perform and observe any
         of the covenants, conditions or other terms referred to in paragraph 1

3.       If:

3.1      the Tenant shall be wound up or (being an individual) become bankrupt
         and its liquidator or trustee in bankruptcy shall disclaim this Lease
         or

3.2      this Lease shall cease to exist or shall die or

3.3      this Lease shall be forfeited

         (the date on which such event occurs being called the "Relevant Date")
         the Landlord may within three months after the Relevant Day by notice
         in writing require the Surety to accept a lease of the Premises for a
         term commencing on the Relevant Date and continuing for the residue
         then remaining of the Term at the same rents and with the same
         covenants and conditions as are reserved by and are contained in this
         Lease and in such case the Surety shall take such lease accordingly and
         execute a counterpart of its and pay all proper and reasonable costs
         and duties in relation to it

4.       The Surety undertakes with the Landlord that:

4.1      its obligations to the Landlord are primary obligations and it is
         jointly and severally liable with the Tenant (both before or after any
         disclaimer by a liquidator or trustee in bankruptcy) for the
         fulfillment of all the Tenant's covenants and obligations

4.2      the Surety shall not claim in any liquidation, bankruptcy,
         administration, receivership, composition or arrangement of the Tenant
         in competition with the Landlord and that the Surety shall remit to the
         Landlord the proceeds of all judgments and all distributions which the
         Surety may receive from any liquidator trustee in bankruptcy
         administrator, administrative receiver, receiver or supervisor of the
         Tenant and shall hold for the benefit of the Landlord all security and


<PAGE>

         rights the Surety may have over assets of the Tenant while any
         liabilities of the Tenant or the Surety to the Landlord remain
         outstanding and

4.3      if the Landlord shall not require the Surety to take a new lease of the
         Premises the Surety shall nevertheless upon demand pay to the Landlord
         a sum equal to the rent first reserved under this Lease and all other
         sums that would have been payable under this Lease in respect of the
         period from and including the Relevant Date until the expiry of six
         months after such Date or until the Landlord shall have granted a lease
         of the Premises to a third party (whichever shall first occur) in
         addition and without prejudice to the Surety's oldest obligations to
         the Landlord.

5.       The Surety waives any rights to require the Landlord to proceed against
         the Tenant or to pursue any other remedy of any kind which may be
         available to the Landlord before proceeding against the Surety.

6.       The liabilities of the Surety under this Schedule shall not be affected
         by:

6.1      the granting of time or any other indulgence or concession to the
         Tenant or any compromise or compounding of the Landlord's rights.

6.2      the Tenant being in liquidation or (as the case may be) declared
         bankrupt.

6.3      any variation in the terms and conditions of this Lease.

6.4      any delay in exercising or failure to exercise or other exercise
         (including re-entry under clause 6.1) of any of the Landlord's rights
         against the Tenant

6.5      any refusal by the Landlord to accept rent tendered by or on behalf of
         the Tenant following a breach by the Tenant of its obligations under
         this Lease

6.6      any legal limitation or any immunity disability or incapacity of the
         Tenant (whether or not known to the Landlord) or the fact that any
         dealings with the Landlord by the Tenant (including the acceptance by
         the Tenant of this Lease) may be outside or in excess of the powers of
         the Tenant or

6.7      any other thing (including the expiration or sooner determination of
         the Term or any such disclaimer or the death of the Surety (or any of
         the persons comprising the Surety) or (in relation to one or more of
         such persons) the discharge of the other person or persons) whereby
         (but for this provision) the Surety or any of them would be exonerated
         either wholly or in part from any of the Surety obligations hereunder


<PAGE>



                                 FOURTH SCHEDULE

                             Rent Review Memorandum

                                   [Premises]


                             Lease dated [           ] between

                                  [              ]

Pursuant to the above Lease [                                ] as Landlord and
[                            ] as Tenant record that the yearly rent has been
increased to the sum of(pound)[                ] with effect from [relevant
Review Date]


Dated:   [                                  ]


Signed:
         --------------------------------------------
                  Landlord/Tenant




                                 FIFTH SCHEDULE

                                License to Alter

A License to Alter dated _______________, 200_ and made between the Landlord (1)
Chalkglade Limited (2) and Sturm Group Incorporated and Donald Sturm (3)

<PAGE>


                              DRAFT RENT INDEMNITY


To:      [                                           ] of [                 ]

In consideration of [                           ] hereinafter referred to as
"the Landlord" granting a lease (the "Lease") of the premises known as Building
[                 ] to [             ] ("the Tenant") we [               ] Bank
PLC whose registered office is situate at [              ] as primary obligor by
way of indemnity on first demand undertake to pay the payment by the Tenant to
you of rent and all other sums, costs, claims and demands which become payable
during the term of the Lease PROVIDED ALWAYS THAT:

1.       Your demand be:

         (a)      in writing

         (b)      addressed to [                     ] Bank PLC (Branch address)

         (c)      forwarded through your bankers for authentication of the
                  signatures, and

         (d)      accompanied by your signed statement that the Tenant has
                  failed to pay rent or other sums due under the Lease which
                  statement shall be conclusive evidence that the Tenant has
                  failed to pay rent notwithstanding any objection by the Tenant

2.       The Bank's maximum aggregate liability under this indemnity shall not
         exceed(pound)[         ]
         ([                                 ] pounds)

3.       The Bank's liability hereunder shall expire upon the earlier of: -

         (a)      Insert date being ten years from the date of Lease

         (b)      The assignment by the Tenant of the whole or part of the
                  Property

         (c)      Satisfaction of your demand in whole of the Bank's maximum
                  liability, or

         (d)      Surrender between the Landlord and the Tenant

         after which the Bank's liability shall cease save for any claim already
         received by us in accordance with the terms of this indemnity.


<PAGE>


4.       Subject to provisos 1, 2 and 3 hereof this indemnity shall not be
         affected, discharged or diminished by any act or omission which would
         but for this provision have exonerated a guarantor but would not have
         affected or discharged our liability had we been principal debtor nor
         shall the liquidation insolvency or receivership of the Tenant release
         or exonerate or in any way lessen or affect our liability hereunder

5.       The benefit of this indemnity shall also run for the benefit of those
         deriving title under you to the reversion immediately expectant on the
         term granted by the Lease for the period of this indemnity.

6.       This indemnity shall be governed by and construed in accordance with
         English Law.

[Bank to insert attestation provision]