Trading Estate Slough (Berkshire, UK) Lease - Slough Trading Estate Ltd. and Bookpages Ltd.


                                     [LOGO]

                              DATED 21st JULY 1998


                         SLOUGH TRADING ESTATE LIMITED
                                        
                                     - to -
                                        
                               BOOKPAGES LIMITED
                                        
                                    - with -
                                        
                               AMAZON.COM,INC.
                                        
                                    - with -
                                        
                                 TREMCO LIMITED
                                        

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

                                   L E A S E

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

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


                               NABARRO NATHANSON
                                        
                                 The Anchorage
                                34 Bridge Street
                                Reading RGI 2LU


                             Ref:  JD/TNP/S2884/465



                              Tel:  0118 950 4700
                                        
                              Fax:  01753 512768



                                  PARTICULARS



================================================================================

DATE OF THIS DEED:

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LANDLORD                        :   SLOUGH TRADING ESTATE LIMITED

Registered office               :   234 Bath Road Slough SL1 4EE

Company Registration No.        :   1184323

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TENANT                          :   BOOKPAGES LIMITED

Registered office               :   Sterling House 20 Station Road Gerrards 
                                    Buckinghamshire SL9 8EL

Company Registration No.        :   03223028

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SURETY                          :   AMAZON.COM,INC. a Company registered in the
                                    state of Delaware Unites States of America
                                    whose principal executive office is at 1516
                                    Second Avenue Seattle Washington 98101 and
                                    TREMCO LIMITED (Company Registration No.
                                    251311) whose registered office is at 86/88
                                    Bestobell Road Slough Berkshire SL1 4SZ

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

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PREMISES                        :   the land and building description the First
                                    Schedule and known as Building 86/88 
                                    Bestobell Road Trading Estate Slough shown
                                    edged red on the Plan

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COMMENCEMENT DATE               :   21st July 1998

================================================================================

TERM                            :   A term of years commencing on the
                                    Commencement Date and expiring at midnight
                                    on 20th November 2008.

================================================================================


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RENT COMMENCEMENT DATE :   21st July, 1998
-------------------------------------------------------------------------------
RENT                   :   pounds sterling 338,500 per annum subject to review
                           as provided in this Lease
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REVIEW DATE            :   20th November 2003
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PERMITTED USE          :   use for the storage and distribution of books 
                           together with ancillary offices and/or such other
                           purpose within Class B1 and/or B2 and/or B8 of the
                           Schedule to the Town and Country Planning (Use 
                           Classes) Order 1987 (as amended or replaced from 
                           time to time) as the Landlord may first approve in 
                           writing (such approval not to be unreasonably 
                           withheld or delayed)
-------------------------------------------------------------------------------

                                    CONTENTS




CLAUSE    SUBJECT MATTER                                                    PAGE

                                                                      
1.        DEFINITIONS .......................................................  1

2.        INTERPRETATION ....................................................  2

3.        DEMISE ............................................................  2
          Rent ..............................................................  2
          Additional Rent ...................................................  3

4.        TENANT'S COVENANTS
          Payment of rents ..................................................  3
          Interest on late payments .........................................  3
          Payment of rates ..................................................  3
          Exterior painting .................................................  3
          Interior painting .................................................  4
          Repair ............................................................  4
          Yielding Up .......................................................  5
          Reinstatement .....................................................  5
          Landlord's access .................................................  5
          Default remedies of the Landlord ..................................  5
          Signs and aerials .................................................  5
          Use ...............................................................  6
          Nuisance ..........................................................  6
          Estate Regulations ................................................  6
          Estate costs ......................................................  6
          Acts prejudicial to insurance .....................................  7
          Safeguarding the Premises .........................................  7
          Planning Applications .............................................  7
          Alterations .......................................................  7
          Statutory obligations .............................................  8
          Alienation ........................................................  8          
          Registration of dealings .......................................... 11
          Reletting and sale boards ......................................... 11
          Cost of licences and notices as to breach of covenant ............. 12
          Indemnity ......................................................... 12
          VAT ............................................................... 12
          Defects ........................................................... 12
          Prohibited uses ................................................... 13





                                                                      
5.        LANDLORD'S COVENANTS .............................................. 13
          Quiet enjoyment ................................................... 13
          Insurance ......................................................... 13

6.        CONDITIONS ........................................................ 14
          Re-possession on Tenant's default ................................. 14
          Benefit of insurance and abatement of rent ........................ 15
          Notices ........................................................... 15

7.        RENT REVIEW ....................................................... 15

8.        SURETY ............................................................ 18

9.        CERTIFICATE ....................................................... 19

FIRST SCHEDULE .............................................................. 19
SECOND SCHEDULE ............................................................. 19
          PART 1 ............................................................ 19
          PART 2 ............................................................ 20

THIRD SCHEDULE .............................................................. 20
FOURTH SCHEDULE ............................................................. 23




                             [PLAN SLOUGH ESTATES]

'PLAN'
     the plan annexed hereto

'PLANNING ACTS'
     includes the Town and Country Planning Act 1990 the Planning (Listed
     Buildings and Conversion 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 other 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

2.   INTERPRETATION

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

2.2  Where the Tenant or the Surety (if any) for the time being are two or more
     persons the terms 'the Tenant' or 'the Surety' (if any) 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 bye-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 increased 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



                                       2

            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 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 resect of the Premises or any
            neighbouring property owned by the Landlord by reason of any act or
            omission by (or permitted by) the Tenant or 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:

4.1         Payment of rents

            To pay the respective rents and sums of money reserved and make
            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 until 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 afore-mentioned 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



                                       3

        the outside of the said building as the same ought to be cleaned and
        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))

4.6     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 and 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
        right 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

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

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
          or 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

                                       5

4.12    USE

4.12.1  Not to use the Premises or any part thereof otherwise than for the
        Permitted Use and not at 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

        Not to use the Premises or any part of them for any illegal purpose nor
        to carry out 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 neighbourhood and
        in particular not to do or permit to be done anything which might cause
        electronic or radio interference with any adjoining or neighbouring
        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 to 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

4.15    ESTATE COSTS

        To pay to the Landlord from time to time upon demand a proper fair and
        reasonable 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


                                       6

        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 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 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

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

                                       7


                


        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 now or subsequently in force)
        affecting or applicable to the 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 a permitted underlease

4.21.2  Not to hold or occupy the Premises or any part as nominee trustee or
        agent or otherwise for the benefit of any other person

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


                                       8

            (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 Authorized Guarantee
                  Agreement entered into pursuant to clause 4.21.5 or the
                  assignee's performance of the Tenant Covenants (as defined in
                  Section 18 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 Authorized Guarantee Agreement
                  which will be in such form as permitted by and in accordance
                  with Section 16 of the Act and the 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 a guarantor in respect of the
                         assignee's performance of the Tenant Covenant (as
                         above defined) in this Lease (provided 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.

                                       9



                

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

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 form 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) the whole of the Premises
            without the prior consent in writing of the Landlord (such consent
            not to be unreasonably withheld 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


                                       10



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.

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
              reasonable 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 4.21.14

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 RELATING 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


                                       11


        writing by the Landlord or its agents to view the Premises during usual
        business hours in the daytime on weekdays only

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
        be 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 all 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

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


                                       12


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

5.     LANDLORD'S COVENANTS

       The Landlord covenants with the Tenant and (in respect of clause 5.3 with
       Tremco Limited) (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 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 convenient and practicable 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 licences 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 or 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


                                       13
          

                

            Premises fit for occasion 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.

5.3  Upon receiving written request from Tremco Limited to inform in writing
     Tremco Limited if the Tenant is in arrears of any payment of money due to
     the Landlord under this Lease or if the Landlord in the reasonable opinion
     of the Landlord considers the Tenant to be in breach of any of the other
     covenants of this Lease and in both cases to provide such information
     within a reasonable time of receiving such written request but such request
     shall not imply upon the Landlord any obligation to inspect the Premises to
     ascertain whether or not any breaches of covenant have occurred.

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 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 may 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



                                       14

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 fit 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 received by this Lease or 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 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 submission to arbitration
            within the Arbitration Act 1996

6.3       NOTICES

            The provisions of Section 196 Law Property Act 1925 (as amended)
            shall apply to the giving and service of all notices and documents
            under or in connection with this Lease PROVIDED THAT no notice to
            Tremco Limited under this Lease and no claims made against Tremco
            Limited under this Lease shall be validly given or served upon
            Tremco Limited unless given or served upon it at its registered
            office for the time being or at any other address (within the United
            Kingdom) notified from time to time by Tremco Limited to the
            Landlord for that purpose

7.   RENT REVIEW

7.1         In this clause:

     'ASSUMPTIONS'

               means the assumptions that:

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



                                       15

     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

     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 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

     'PRESIDENT'

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




                                       16


     '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 Valuer 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 Rent 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

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




                                       17


7.10  The Valuer shall upon appointed 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 value 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

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

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   Notwithstanding any other provision of this Lease or any other guarantee
      given to the Landlord by Tremco Limited pursuant to the provisions of this
      Lease or any Authorised Guarantee Agreement (as permitted by and in
      accordance with Section 16 of the Act)

8.2.1 The liability of Tremco Limited under this Lease or under any other
      guarantee given to the Landlord by Tremco Limited pursuant to or in
      accordance with the provisions of this Lease shall absolutely cease and
      determine on the expiry of the period of 4 (four) years from the date of
      this Lease (in each case with the exception of any written claim made by
      the Landlord against Tremco Limited before the expiry of the said our (4)
      year period) but nothing in this sub-clause shall affect the liability of 


                                       18

        Amazon.Com, Inc. on its covenants contained in the Third Schedule as
        Amazon.Com, Inc. hereby acknowledges

8.2.2   Notwithstanding the provisions of the Third Schedule no variation in
        the terms and conditions of this Lease shall increase the liability of
        Tremco Limited under its terms unless Tremco Limited shall first have
        agreed to such variation in writing

8.2.3   Tremco Limited's liability under this Lease shall forthwith determine
        absolutely upon forfeiture of the Lease by the Landlord or upon the
        Landlord agreeing to accept a surrender of it

9.      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


                                 FIRST SCHEDULE

                    Description of the Building and Fixtures

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


                                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 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



                                       19

                                     PART 2

                        The Exceptions and Reservations

1.      To the Landlord and all others authorised 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 now 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 of 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


                                 THIRD SCHEDULE

                           Obligations of the Surety

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



                                       20

        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     the Tenant 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 Date 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 it and pay all proper and reasonable costs and
        duties in relation to it PROVIDED THAT in the event of Tremco Limited
        (but not any other party being a Surety to this Lease) whether jointly
        or otherwise being required to accept a lease its liabilities in
        respect of such lease jointly or otherwise being required to accept a
        lease its liabilities in respect of such lease shall be for the residue
        of the period four years calculated from the date hereof so that such
        liability shall cease on the expiry of the period of four years
        calculated from the date of this Lease AND PROVIDED FURTHER that Tremco
        Limited (but not any other party being a Surety to this Lease) shall
        have the right within three months after the Relevant Date to require
        the Landlord if lawfully permitted to do so grant to it a lease on the
        terms aforesaid subject to the first proviso hereto

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 rights the Surety
        may have over assets of the Tenant which 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 other obligations to the
        Landlord PROVIDED THAT nothing in this sub-paragraph shall obliged
        Tremco Limited (but not any other party being a Surety to this Lease)
        to pay 

 

                                       21

        any sum where such sum would be referable to a period falling after the
        expiry of the period of four (4) years calculated from the date of this
        Lease

5.      The Surety waives any right 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 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 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


                                       22
 


                                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 Pounds [________] with effect from [relevant Review Date]


Dated: [____________]


Signed: ____________________________
        Landlord/Tenant
















                                       23

                                 FIRST SCHEDULE

                                 BUILDING 86/88
                                 BESTOBELL ROAD
                                 TRADING ESTATE
                                     SLOUGH

A single storey, 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
each 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             2,966.50m(2)   (31,931 sq.ft.)
          Ground Floor Office                  212.56m(2)   ( 2,288 sq.ft.)
          First Floor Warehouse                212.47m(2)   ( 2,287 sq.ft.)
          Mezzanine                            401.62m(2)   ( 4,323 sq.ft.)
          -----------------------------------------------------------------
          Total                              3,793.15m(2)   (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 'T'
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 7.5m.
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.


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 aluminium 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 louvred 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 of parking or 7 no. cars to
             building 88.

North     -  Grass-tree planted are to building 88.
          -  Concrete slabbed path to all doorways and footpath to building 88.

West      -  Matching facing brick wall with piers, to 2.1 metre 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.
          -  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.



                                                                               2


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 storey 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.

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.



                                                                               3
 


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, 4 x 40 Watt flush fluorescent luminaires and
                        1 no.   600 mm square flushed fluorescent luminaire.

Ground Floor Office    14 no.   1.4m, 4 x 40 Watt flushed fluorescent luminaires.

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

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 fitting.

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

First Floor Office      28 no.  1.4m, 4 x 40 Watt flushed fluorescent luminaires.

Warehouse               100 mo. 1.8m, 75 Watt twin flameproof fluorescent
                                luminaires with reflectors.

Mezzanine Floors        14 no.  1.8m x 75 Watt twin flameproof fluorescent 
                                luminaires with reflectors 

Plant Room              3 no.   1.8m x 75 Watt twin fluorescent luminaries with 
                                open reflectors.

Electrical Switch Room  1 no.   1.8m x 75 Watt twin fluorescent luminaire with open
                                reflector

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


                                                                               4

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 3 kW 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.
                         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 PVC cable 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
1093; part I; 1964-division II.

FIRE FIGHTING EQUIPMENT

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


                                                                               5
 

EXECUTED as a Deed by BOOKPAGES )
LIMITED acting by:              )

                                    
                                Director  [SIG]
    


                                Director/Secretary A. PATRICIA



Signed as a Deed on behalf of AMAZON.            )
COM.INC. accompany incorporated in               )
Delaware being a person who in accordance        )
with the laws of that territory is or are acting )
under the authority of the company               )


       
                                                      /s/ JOY D. COVEY
                                                      -------------------------
                                                          (Joy D. Covey)