<PAGE>

                                  EXHIBIT 10.12


                            DATED 18th September 2000


                          PROLOGIS UK S.A.R.L.     (1)

                          PROLOGIS UK VII S.A.R.L. (2)

                          GUARDIAN IT PLC          (3)

                                      LEASE
                       of premises at Green Lane Hounslow

                                   Wragge & Co

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                                    CONTENTS

<TABLE>
<CAPTION>
Clause                              Heading                                 Page
<S>                                                                         <C>
1   Definitions, Interpretation and Miscellaneous Provisions                   2

2   Demise and Rent                                                           11

3   Tenant's Covenants                                                        11

4   Landlord's Covenants                                                      11

5   Re-Entry                                                                  11

Schedule 1                                                                    14

Schedule 2                                                                    15

Schedule 3                                                                    16

Schedule 4                                                                    19

Schedule 5                                                                    20

Schedule 6                                                                    26

Schedule 7                                                                    31

Schedule 8                                                                    47

Schedule 9                                                                    48
</TABLE>

<PAGE>


                                Lease Particulars

Date                                18th September 2000

Landlord                            PROLOGIS UK S.A.R.L. and PROLOGIS UK
                                    VII S.A.R.L.

Tenant                              GUARDIAN IT PLC Guarantor
Premises                            Unit B Green Lane Hounslow

Term                                20 years from 24 June 2000

Initial Rent                        One million three hundred and thirty one
                                    thousand five hundred and forty four pounds
                                    ((Pounds)1,331,544)

Rent Review Dates                   Every 5th Anniversary

Permitted Use                       Industrial and/or Warehouse
                                    purposes including as a computer
                                    data centre with ancillary offices
                                    within classes B1(c) B2 and/or B8 of
                                    the Schedule to the Town and Country
                                    Planning Act 1987

Interest Rate on late payment       4% above Lloyds TSB Base Rate

Percentage                          20.60%

THIS LEASE made on 18th September  2000

BETWEEN:

(1)  PROLOGIS UK S.A.R.L. whose registered office is at 25b Boulevard Royal
     L-2449 Luxembourg ("the First Landlord")

(2)  PROLOGIS UK VII S.A.R.L. whose registered office is at 25b Boulevard Royal
     L-2449 Luxembourg ("the Second Landlord")

(3)  GUARDIAN IT PLC (Company No 03487754) whose registered office is at
     Benchmark House, St. Georges Business Centre, 203 Brooklands Road,
     Weybridge Surrey KT13 ORH ("the Tenant")

WITNESSES as follows:

1    Definitions, Interpretation and Miscellaneous Provisions

<PAGE>

1.1  Definitions

     (a)  "Adjoining Property" means the Estate other than the Premises

     (b)  "Authority" means any statutory public local or other authority or any
          court of law or any government department or any of them or any of
          their duly authorised officers

     (c)  "Basic Rent" means up to (but excluding) the Rent Commencement Date a
          peppercorn if demanded and from and including that date
          (pound)1,331,544 (one million three hundred and thirty one thousand
          five hundred and forty four pounds) per annum; and thereafter as from
          time to time reviewed under schedule 5

     (d)  "Building" means the building shown edged green on the Plan

     (e)  "CDM Regulations" means the Construction and Design (Management)
          Regulations 1994

     (f)  "Common Parts" means:

          (i)   the estate road marked "Access Road" on the plan and each and
                every part of it including ancillary lighting and Service Media
                and

          (ii)  all parts of the Estate from time to time provided or created
                for the common use of the tenants or occupiers of the Estate and
                their visitors and which are capable of being so used including
                without limitation any circulation areas landscaped areas and
                signage; and

          (iii) all other parts of the Estate (except for any areas which are
                let or designed for separate letting) and the Service Media
                which do not exclusively serve any parts of the Estate which are
                let or designed for separate letting

     (g)  "Connected Person" means any person firm or company which is connected
          with the Tenant for the purposes of section 839 Income and Corporation
          Taxes Act 1988

     (h)  "Consent" means an approval permission authority licence or other
          relevant form of approval given by the Landlord in writing

     (i)  "Deed of Grant" means the deed of grant dated 25 November 1999 and
          made between (1) the First Landlord and (2) the Second Landlord

     (j)  "Determination" means the end of the Term however that occurs

     (k)  "Enactment" means:

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          (i)  any Act of Parliament and

          (ii) any European Community legislation or decree or other
               supranational legislation or decree having effect as law in the
               United Kingdom and references (whether specific or general) to
               any Enactment include any statutory modification or re-enactment
               of it for the time being in force and any order instrument plan
               regulation permission or direction made or issued under it or
               under any Enactment replaced by it or deriving validity from it

     (l)  "Environment" includes the ambient air land surface or sub strata any
          surface water or ground water whether or not on over under or within
          the Premises

     (m)  "Environmental Laws" means any Enactments relating to the protection
          of the Environment or the control of environmental hazards and
          pollution including laws relating to the Release or threatened Release
          of Hazardous Material into the Environment or otherwise relating to
          the presence manufacture processing distribution use treatment storage
          disposal transportation or handling of Hazardous Material

     (n)  "Environmental Liabilities" means any liabilities responsibilities
          claims losses costs (including remedial removal abatement clean up
          investigative and all monitoring costs and other related costs and
          expenses) damages settlements claims expenses penalties fines legal
          fees and costs which are incurred by asserted against or imposed upon
          the Landlord as a result of or in connection with

          (i)  any violation of or non-compliance with Environmental Laws
               including the failure to procure or violation of any permit or
               licence required by any Environmental Laws

          (ii) any Remedial Action

     (o)  "Estate" means the land shown edged in purple and edged in orange on
          the Plan and any and every part of such land and everything attached
          to it or used for its benefit and comprising the First Property and
          the Second Property

     (p)  "First Property" means that part of the Estate shown edged purple on
          the Plan

     (q)  "Group Company" means any company of which the Tenant or the Landlord
          (as the case may be) is a Subsidiary or which has the same Holding
          Company as the Tenant or the Landlord (as the case may be) where
          Subsidiary and Holding Company have the meanings given to them by
          section 736 Companies Act 1985

     (r)  "Guarantor" means the party named as such in this Lease (if any) or
          the person who is required to give a covenant to the Landlord as the
          Assignee's Guarantor

<PAGE>

          under the Licence to Assign for so long as each of those persons
          remain bound by the covenants on their part in this Lease or in the
          Licence to Assign

     (s)  "Hazardous Material" means any substance known or reasonably believed
          to be harmful to human health or the Environment and for that reason
          subject to Environmental Laws

     (t)  "Interest Rate" means four percent above the base lending rate from
          time to time of Lloyds TSB Bank Plc or such other bank being a member
          of the Committee of London and Scottish Bankers as the Landlord may
          from time to time nominate or if that base lending rate cannot be
          ascertained then four percent above such other rate as the Landlord
          may reasonably specify and where and whenever interest is payable at
          or by reference to the Interest Rate it shall be calculated on a daily
          basis and compounded on the Payment Days

     (u)  "Internal Area" has the meaning attributed to Gross Internal Area
          specified by the edition of the Code of Measuring Practice jointly
          issued by the ISVA and the RICS current at the date of this Lease

     (v)  "Landlord" means the First Landlord and the Second Landlord and
          includes the immediate reversioner to this Lease from time to time

     (w)  "Lease" means this lease and includes where relevant any deed of
          variation licence Consent or other document supplemental to this Lease

     (x)  "Legal Obligation" means any obligation from time to time created by
          any Enactment or Authority which relates to the Premises or the Estate
          or its use and includes without limitation obligations imposed by the
          Planning Acts or as a condition of any Necessary Consents

     (y)  "Licence to Assign" means the document set out in schedule 10

     (z)  "Main Structure" means the foundation floor slabs floors load bearing
          walls columns beams steel frames and roofs of the Premises and
          "structural" means anything appertaining to the Main Structure

     (aa) "Necessary Consents" means planning permission and all other consents
          licences permissions and approvals whether of a public or private
          nature which shall be relevant in the context

     (bb) "Outgoings" means all rates taxes charges duties assessments
          impositions and outgoings of any sort which are at any time during the
          Term payable by the owner or occupier of property and includes charges
          for electricity gas water sewerage telecommunications (including meter
          rentals connection and hire charges) and other services rendered to or
          consumed by the relevant property but excludes tax payable by the
          Landlord on the receipt of the Basic Rent or on any dealings with


<PAGE>

          its reversion to this Lease and input VAT suffered by the Landlord in
          respect of the Premises or the Estate

     (cc) "Percentage" means 20.60% or (following Completion of the first
          development of the whole of the Estate) such other proportion which
          the Gross Internal Area of the Building bears to the aggregate Gross
          Internal Area of all buildings from time to time erected on the Estate

     (dd) "Permitted Alterations" means any of the following alterations which
          the Tenant may wish to carry out during the Term:

          (i)   for the purpose only of installing cabling and pipe work to make
                such openings as are reasonably necessary through the floor
                slabs dividing the ground and first floors of the office part of
                the Building

          (ii)  to install satellite dishes and other telecommunications
                equipment on the roof together with all ancillary electrical and
                other connections throughout the premises

          (iii) to install additional electricity transformers within the
                Premises

          (iv)  to install conduits for the passage of mechanical electrical and
                other services and communications and other conducting media
                links throughout the Premises (including the installation of
                small comms risers between floors and telecom ducts below ground
                level)

          (v)   to install additional (wc) accommodation

          (vi)  to install bomb blast film to all windows

          (vii) to install on such part or parts of the estate road as the
                Landlord shall reasonably approve CCTV cameras and ancillary
                equipment to exclusively serve the Premises.

     (ee) "Permitted Use" means use for industrial and/or warehouse purposes
          (including use as a computer data centre) with ancillary offices
          within classes B1(c) B2 and/or B8 of the Schedule to the Town and
          Country Planning (Use Classes) Order 1987

     (ff) "Plan" means the plan annexed to this Lease

     (gg) "Planning Acts" means every Enactment or regulation of any Authority
          from time to time in force in relation to the Town and Country
          Planning development control and the use of land or buildings

     (hh) "Premises" means the premises including the Building more fully
          described in schedule I and all additions and improvements made to it
          and references to the Premises shall include reference to any part of
          them

<PAGE>

     (ii) "Payment Days" means 25th March 24th June 29th September and 25th
          December in each year

     (jj) "Regulations" means any reasonable Regulations made from time to time
          by the owner for the time being of the Common Parts as to their use

     (kk) "Release" means any release spillage emission leaking pumping
          injection deposit disposal discharge leeching or migration into the
          Environment or into or out of any property including the movement of
          Hazardous Material through the Environment

     (ll) "Remedial Action" means all actions required to:

          (i)   clean up remove treat or in any other way adjust or manage
                Hazardous Material in the Environment

          (ii)  prevent the Release of Hazardous Material so that it does not
                migrate or endanger or threaten to endanger public health or
                welfare or the Environment

          (iii) perform pre-remedial studies and investigations and
                post-remedial monitoring and care

     (mm) "Rent" means all sums reserved as rent by this Lease

     (nn) "Rent Commencement Date" means 11th September 2000

     (oo) "Reservations" means the exceptions and reservations set out in
          schedule 3

     (pp) "Rights" means the rights set out in schedule 2

     (qq) "Second Property" means that part of the Estate shown edged orange on
          the Plan

     (rr) "Service Charge" means the Percentage:

          (i)   of all reasonable expenses incurred by the Landlord in or in
                connection with repairing maintaining rebuilding (by way of
                repair) lighting cleaning and insuring the Common Parts and

          (ii)  the reasonable costs charged by the managing agent appointed by
                the Landlord to manage the Estate and

     (ss) "Service Media" means sewers drains pipes wires cables ducts gutters
          fibres and any other medium for the passage or transmission of soil
          water gas electricity telecommunications air smoke light information
          or other matters and includes

<PAGE>

          where relevant ancillary equipment and the other structures plant
          equipment and machinery from time to time in or on the Estate or the
          Premises

     (tt) "Sign" includes any sign hoarding showcase signboard flag flagpole
          bill plate fascia poster or advertisement

     (uu) "Tenant" includes its successors in title

     (vv) "Term" means the term of 20 years calculated from the Term
          Commencement Date and includes any extension holding over or
          continuation of it whether by Enactment agreement or otherwise

     (ww) "Term Commencement Date" means 24 June 2000

     (xx) "Title Matters" means all rights easements privileges restrictions
          covenants or other matters affecting the Premises referred to in the
          documents set out in schedule 4

     (yy) VAT includes any future tax of a like nature and all references to an
          election by the Landlord to waive exemption under paragraph 2(1) of
          Schedule 10 to the Value Added Tax Act 1994 shall be deemed to include
          any such election made by a company in the same VAT group as the
          Landlord

1.2  Interpretation

     In this Lease

     (a)  words importing any gender include every gender

     (b)  words importing the singular number only include the plural number and
          vice versa

     (c)  words importing persons include firms companies and corporations and
          vice versa

     (d)  references to numbered clauses and schedules are references to the
          relevant clause in or schedule to this Lease

     (e)  reference in any schedule to numbered paragraphs are references to the
          numbered paragraphs of that schedule

     (f)  where any obligation is undertaken by two or more persons jointly they
          shall be jointly and severally liable in respect of that obligation

     (g)  any obligation on any party not to do or omit to do anything shall
          include an obligation not to knowingly allow that thing to be done or
          omitted to be done by

<PAGE>

          any undertenant of that party or by any employee servant agent invitee
          or licensee of that party

     (h)  where the Landlord or the Tenant covenant to do something they shall
          be deemed to fulfil that obligation if they procure that it is done

     (i)  the headings to the clauses schedules and paragraphs and the contents
          of the lease particulars are provided for convenience only and shall
          not affect the interpretation of this Lease

     (j)  any sum payable by one party to the other shall be exclusive of VAT
          which shall where it is chargeable be paid in addition to the sum in
          question at the time when the sum in question is due to be paid

     (k)  the attached plans are for identification only

     (l)  any relevant perpetuity period shall be eighty years from the date of
          this Lease and shall apply to any rights granted or reserved over
          or in respect of anything which is not now in existence

     (m)  any reference to a particular plan in this Lease shall be to the
          relevant named plan so annexed

     (n)  any part of the Premises that faces onto any of the Common Parts shall
          be regarded as an external part of the Premises notwithstanding that
          such Common Parts may be covered in and "exterior" and "external"
          shall be construed accordingly

     (o)  the rights of the Landlord to have access to the Premises are to be
          construed as extending to any mortgagee of the Landlord and to all
          persons properly authorised by them

     (p)  unless this Lease states otherwise all sums payable to the Landlord
          (other than the Basic Rent) are due within 14 days of written demand

1.3  In this Lease:

     (a)  Compensation

          (Except to the extent that compensation may be payable by law) neither
          the Tenant nor any undertenant or any occupier of the Premises shall
          be entitled to any compensation under any Enactment upon Determination
          or upon leaving the Premises

     (b)  Landlord's Liability

<PAGE>

          (Except to the extent it may be liable by law) the Landlord shall not
          be liable to the Tenant or any undertenant or any servant agent
          licensee or invitee of them by reason of:

          (i)   any act neglect default or omission of any of the tenants or
                owners or occupiers of any adjoining or neighbouring premises
                (whether within the Estate or not) or of any representative or
                employee of the Landlord (unless acting within the scope of the
                express or implied authority of the Landlord) or

          (ii)  the defective working stoppage or breakage of or leakage or
                overflow from any Service Media or Plant which is beyond the
                reasonable control of the Landlord or

          (iii) the obstruction by others of the Common Parts or the areas over
                which rights are granted by this Lease

     (c)  Alterations

          The Landlord shall be entitled to make vary and make alterations to
     the Estate and the Common Parts and to alter renew or replace any Service
     Media provided that the Landlord shall ensure that at all times there is
     available reasonable access and the supply of reasonable services to the
     Premises

     (d)  No Planning Warranty

          Nothing in this Lease shall imply or warrant that the Premises may
     lawfully be used for the Permitted Use

     (e)  Covenants

          (i)  The Landlord and the Tenant shall not be liable to each other for
               breach of any covenant in this Lease to the extent that its
               performance or observance becomes impossible or illegal but
               subject to the other provisions of this Lease the Term and the
               Tenant's liability to pay the Rent shall not cease or be
               suspended for that reason

          (ii) Without prejudice to the covenants by the Landlord contained in
               this Lease this Lease does not pass to the Tenant the benefit of
               or the right to enforce any covenants which now benefit or which
               may in the future benefit the reversion to this Lease, and the
               Landlord shall be entitled in its sole discretion to waive vary
               or release any such covenants

     (f)  Notices

<PAGE>

          Section 196 Law of Property Act 1925 (as amended by the Recorded
     Delivery Service Act 1962) shall apply to all notices which may need to be
     served under this Lease

     (g)  Disputes

          Any dispute arising between the Tenant or any undertenant and any
     owner or occupier (other that the Landlord) of any Adjoining Property or
     any other part of the Estate as to any right or privilege or any party or
     other wall or otherwise shall (except where it relates to a matter of law)
     be determined on behalf of the Tenant or any undertenant by the Landlord or
     someone appointed by him and any such decision shall bind the Tenant or any
     undertenant

     (h)  New Tenancy

          (i)  This Lease is a new tenancy for the purposes of the Landlord and
               Tenant (Covenants) Act 1995

          (ii) If the Landlord and the Tenant at any time agree in writing that
               the Tenant may defer payment of any sums due under this Lease
               then for the purposes of Section 17 Landlord and Tenant
               (Covenants) Act 1995 those sums shall be deemed to be due for
               payment on the deferred date so agreed and not on the earlier
               date on which they would, but for that agreement, have fallen due

     (i)  Proper Law

          (i)  This Lease shall be governed by English law and the Tenant and
               the Guarantor irrevocably submit to the non-exclusive
               jurisdiction of the English Courts

          (ii) The Landlord (here meaning Prologis UK S.A.R.L. and Prologis UK
               VII S.A.R.L. and not including any successors in title) authorise
               and appoint Wragge & Co. of 55 Colmore Row Birmingham B3 2AS (or
               such other firm of solicitors resident in England or Wales as it
               may from time to time by written notice to the Tenant substitute)
               to accept service of all legal process arising out of or
               connected with this Lease

     (j)  Relationship between Prologis UK S.A.R.L. and Prologis VII S.A.R.L.

     For so long as the Landlord comprises the First Landlord and Second
Landlord then the First Landlord shall have irrevocable authority for and on
behalf of the Second Landlord to:

     (i)  receive and/or serve notices for the purposes of this Lease

     (ii) receive and deal with any application for Consent for the purposes of
          this Lease

<PAGE>

     (iii) demand and receive all rents and other money due under the Lease and
           give a valid receipt for such monies

     (iv)  issue proceedings or otherwise take steps to enforce the provisions
           of this Lease

     (v)   procure compliance with the Landlord's covenants in this Lease and
           the Tenant is hereby authorised to pay the rents and other money due
           under this Lease to the First Landlord in its sole name

     (k)   Agreement for Lease

           This Lease is entered into pursuant to an Agreement for Lease

2    Demise and Rent

     The Landlord demises the Premises to the Tenant with full title guarantee
together with (for the Tenant and those authorised by the Tenant) the Rights
reserving to the Landlord the Reservations subject to the Title Matters to hold
them to the Tenant for the Term paying as Rent the Basic Rent to be paid yearly
(and proportionately for any part of a year) by equal quarterly instalments in
advance on the Payment Days (the first payment to be made on the Rent
Commencement Date for the period from the Rent Commencement Date to the next
Payment Day)

3    Tenant's Covenants

     The Tenant covenants with the Landlord to observe and perform the covenants
in schedule 7

4    Landlord's Covenants

     The Landlord covenants with the Tenant to observe and perform the covenants
in schedule 8

5    Re-Entry

5.1  "Relevant Event" means when:

     (a)  the whole or part of the Rent or any other sums payable under this
          Lease remain unpaid twenty-one days after becoming due (whether
          formally demanded or not); or

     (b)  any of the Tenant's covenants in this Lease are not performed or
          observed; or

     (c)  the Tenant or the guarantor of the Tenant (or if there is more than
          one Tenant or guarantor then if any one of them):

<PAGE>

          (i)   suffers any distress execution or any other similar process is
                levied on any goods in the Premises

          (ii)  becomes Insolvent

          (iii) dies or is dissolved or is removed from the Register of
                Companies or otherwise ceases to exist

     (d)  any event occurs or proceedings are taken against the Tenant or the
          Guarantor in any jurisdiction which has an effect equivalent to any of
          the events mentioned in this clause

5.2  "Insolvent" means:

     (a)  in the case of a corporate Tenant or Guarantor if it:

          (i)   is the subject of an order made (or a resolution passed) or
                analogous proceedings are taken for appointing an administrator
                or liquidator of or winding up such company (save for the
                purpose of an amalgamation or reconstruction which does not
                involve or arise out of insolvency) or

          (ii)  has an encumbrancer take possession (or any such person
                exercises any power of sale) or a receiver or administrative
                receiver is appointed of the whole or any part of the
                undertaking property assets or revenues of such company or

          (iii) becomes or is deemed to be insolvent or makes a proposal for a
                voluntary arrangement under Part I of the Insolvency Act 1986 or
                makes an application under section 425 of the Companies Act 1985

          (iv)  is unable to pay its debts within the meaning of section 123
                Insolvency Act 1986

     (b)  in the case of an individual if such person:

          (i)   is the subject of a bankruptcy order or

          (ii)  convenes a meeting of his creditors or any of them or enters
                into any arrangement scheme compromise or moratorium or
                composition with his creditors (whether pursuant to Part VIII of
                the Insolvency Act 1986 or otherwise)

          (iii) is the subject of an application or order or appointment under
                section 253 or section 273 or section 286 of the Insolvency Act
                1986 or

<PAGE>

          (iv) is unable to pay or has no reasonable prospect of being able to
               pay his debts within the meaning of sections 267 and 268 of the
               Insolvency Act 1986

          (v)  has a receiver appointed

5.3  If any Relevant Event shall occur then the Landlord may at any time (and
notwithstanding any waiver of any previous right of re-entry) re-enter the
Premises (or any part in the name of the whole) whereupon this Lease shall
immediately determine (but without prejudice to any other rights or powers of
the Landlord in respect of any previous breach of this Lease)

IN WITNESS of which the parties have executed this Lease as their Deed on the
date above written

<PAGE>

                                   Schedule 1

                                  The Premises

The whole of the land and buildings at Green Lane Hounslow known as Unit B and
which is edged red on the Plan including (for the avoidance of doubt):

1. all Service Media exclusively serving the Premises up to the point of
connection with the common or public system

2. all Landlord's fixtures and fittings

3. all improvements alterations and additions

<PAGE>

                                   Schedule 2

                                   The Rights

1    Access

     The right of access to the Premises:

     1.1 at all times on foot only over the footpaths and other pedestrian parts
designed for this purpose forming part of the Common Parts

     1.2 at all times with or without appropriate vehicles over the roadways
designed for this purpose forming part of the Common Parts for all proper
purposes in connection with the use and occupation of the Premises

2    Common Parts

     The right at all times to use the Common Parts for the purpose and in the
manner for which they are designed

3    Service Media

     The right to use for the free passage and running of water, sewerage, gas,
electricity, telephones and other services or supplies from and to the Premises
in and through the Service Media for the benefit of the Premises which now or
within the Perpetuity Period are or may be in or over or under the Estate

4    Estate Sign Board

     The right to display the name and business of the Tenant and all other
authorised occupiers of the Premises on the sign boards serving the Estate and
which sign boards shall be sufficient to enable those visiting the Premises to
locate them

<PAGE>

                                   Schedule 3

                                The Reservations

1    Works

     The right to carry out works to the Estate or to any Adjoining Property and
to use them in whatever manner may be desired and to consent to others doing so
whether or not in each case the access of light and air to the Premises shall be
affected

2    Services

     The right to the free passage and running of water sewage gas electricity
telephones and other services or supplies from and to any other parts of the
Estate and any Adjoining Property in and through the Service Media which now are
or may during the Term be in on over or under the Premises

3    Service Media

     The right to construct install affix and to maintain in on over or under
the Premises at any time during the Term any Service Media for the benefit of
any part of the Estate or any Adjoining Property

4    Access

     The right at reasonable times and following reasonable prior written notice
to the Tenant (and without notice in emergency) to enter (or in the case of
emergency to break and enter) and remain on the Premises with or without workmen
tools appliances scaffolding and materials for the purposes of:

     (a)  inspecting cleaning altering repairing maintaining renewing
          demolishing or rebuilding any part of the Estate or any Adjoining
          Property

     (b)  complying with the Landlord's obligations under this Lease or with any
          other Legal Obligation of the Landlord

     (c)  inspecting the condition and state of repair of the Premises

     (d)  taking schedules or inventories of fixtures and fittings and other
          items to be yielded up on the expiry of the Term

     (e)  exercising any of the rights granted to the Landlord under this Lease

     (f)  remedying any breach of the Tenant's obligations under this Lease (in
          the manner permitted by this Lease)

<PAGE>

     (g)  carrying out any inspection of the Premises prior to any review of the
          Basic Rent pursuant to the provisions of schedule 5 or to comply with
          the requirements of the Insurers (whether for valuation purposes or
          otherwise)

     (h)  affixing on the exterior of the Premises notices for the sale of the
          Landlord's interest in the Premises or (in the last year of the Term)
          the reletting of the Premises (so long as such notices do not create a
          material obstruction to the access of light and air to the Premises)
          and to view the Premises with prospective purchasers and tenant

the person entering causing as little damage and inconvenience as reasonably
possible and making good at its expense any damage caused to the Premises by
such entry to the Tenant's reasonable satisfaction

5    Support

     The rights of light air support protection shelter and all other easements
and rights now or at any time during the Term belonging to or enjoyed by any
other parts of the Estate or any Adjoining Property

6    Light

     The right at any time to alter the layout of the Estate or any Adjoining
Property and to erect build rebuild and/or alter as the Landlord may think fit
any buildings within or on the Estate or any Adjoining Property notwithstanding
that the same may obstruct affect or interfere with the amenity of or access to
the Premises or the passage of light and air to the Premises and the right to
build into the Premises and to affix lights signs and other things (and wires
and cables leading to the same) on the exterior of the Premises

Provided that these rights are reserved for the Landlord and all others from
time to time properly authorised by the Landlord or otherwise entitled and
without any liability (save where damage is caused to the Premises in the
exercise of these rights) to pay compensation but provided further that:

     (a)  the Landlord shall ensure that any person exercising such right does
          so in a proper manner so as to cause as little damage as reasonably
          possible

     (b)  that all damage is made good as soon as reasonably practicable

     (c)  that at no time shall the use and occupation of the Premises be
          substantially prevented and

     (d)  (during the period while Guardian IT plc is the Tenant under this
          Lease only) that save in case of emergency or persistent breaches by
          the Tenant of the tenant's covenants contained in this Lease access
          shall at all times be permitted only in the company of an employee of
          the Tenant

<PAGE>

                                   Schedule 4

                                  Title Matters

The matters (other than in any relation to financial charges) contained or
referred to in the registers of title number AGL63531 and AGL63917 as varied by
the Deed of Grant.

<PAGE>

                                   Schedule 5

                                   Rent Review

1    Definitions

1.1  "Assumptions" means the following whether or not the same are facts:

     (a)  all the Tenant's covenants contained in this Lease have been complied
          with

     (b)  if the Premises or any access or essential services to them have been
          destroyed or damaged by the Insured Risks (as defined in Schedule 6)
          they have been fully restored

     (c)  the Premises comply with all Legal Obligations and all consents and
          licences required are in force and the willing tenant may lawfully use
          the Premises for the purposes permitted by this Lease and for any
          other purpose to which the Landlord has given its consent

     (d)  the willing tenant has received whatever Rent Allowances may at the
          time be usual for the purposes of its fitting out

     (e)  the Premises have an Internal Area of 110,962 square feet (10,308.70
          square metres)

1.2  "Disregards" means the following whether or not the same are facts:

     (a)  any effect on rent of the fact that the Tenant any undertenant or any
          of their respective predecessors in title has been or is in occupation
          of the Premises

     (b)  any goodwill attached to the Premises by reason of the carrying on of
          the business of the Tenant any undertenant or their respective
          predecessors in title

     (c)  any effect on rent of any improvement to the Premises which:

     was carried out by and at the expense of the Tenant or a permitted
undertenant or any of their respective predecessors in title (whether or not
before or after the commencement of the Term); and

     was not carried out pursuant to an obligation to the Landlord or its
predecessors in title; and

     was carried out with the consent of the Landlord (where required under this
Lease);

     work carried out to the Premises by the Tenant or a permitted Tenant or
other occupier of the Premises which diminishes the rental of the Premises at
the relevant Review Date

<PAGE>

     enant's Works (as defined in the agreement for the grant of this il Term"
means a term of 10 years (or the residue of the Term the relevant Review Date if
longer) commencing on the relevant

     nt" means the annual rent which might reasonably be expected to be view
Lease after:

     :piry or payment of any Rent Allowance ig the Assumptions

     ing for the Disregards

     means the President from time to time of the Royal Institution of irveyors
or any person authorised at the relevant time to act on his

1.6  "Provisional Award" means an award made pursuant to paragraph 8 which
declares that in the opinion of the Rent Review Surveyor the Market Rent at the
relevant Review Date is not less than the rent specified in the Provisional
Award

1.7  "Rent Allowance" means any rent free period or period of reduced or
concessionary rent or any capital payment or other inducement which might be
given or allowed to the willing tenant (or reasonably expected to be given or
allowed) to reflect the period reasonably required by the willing tenant to fit
out the Premises in accordance with open market practice current at the relevant
Review Date

1.8  "Rent Restrictions" means any Enactment which restricts the right of the
Landlord to review the Basic Rent or to recover any rent or other sums under
this Lease

1.9  "Rent Review Surveyor" means the person appointed under paragraphs 4 or 7
to the Basic Rent on a Review Date

1.10 "Review Date" means 24 June 2005 and the same day and month in every 5th
year after that date and any date on which any Rent Restrictions in force on a
previous Review Date are repealed or modified so as to be less restrictive (and
"relevant Review Date" shall be construed accordingly)

1.11 "Review Lease" means a lease granted

     (a)  in the open market

     (b)  by a willing landlord to a willing tenant

     (c)  on the relevant Review Date

     (d)  with vacant possession of the whole of the Premises

     (e)  without the willing landlord receiving a fine or premium

<PAGE>

     (f)  for the Hypothetical Term

     (g)  upon the same terms as this Lease (including the provisions for rent
          review) but not:

          (i)  the amount of the Basic Rent

          (ii) any Rent Allowance given to the Tenant in relation to this Lease

2    Rent Review

     On each Review Date the Basic Rent shall be reviewed and the Basic Rent
payable until the next Review Date shall be the highest of

     (a)  the Basic Rent payable immediately before the relevant Review Date
          (ignoring for this purpose any rent cesser under paragraph 5 of
          schedule 6 then current); and

     (b)  the Market Rent on the relevant Review Date

3    Failure to Agree

     The Landlord and the Tenant shall seek to agree the Market Rent payable
from each Review Date but if they have not agreed it by the date three months
before the relevant Review Date then either party may require the matter to be
determined by the Rent Review Surveyor

4    Rent Review Surveyor

     The Rent Review Surveyor shall be an independent professionally qualified
chartered surveyor or valuer experienced in valuing and leasing property similar
to the Premises of a similar nature in the area in which they are situate and
shall be previously agreed upon between the Landlord and the Tenant or (in the
absence of such agreement prior to the date one month before the relevant Review
Date) nominated on the application of either the Landlord or the Tenant by the
President

5    Arbitrator

     The Rent Review Surveyor shall act as an independent expert and shall

     (a)  allow the parties a reasonable opportunity of making one set of
          written representations and one set of written counter-representations
          to him and

     (b)  take those representations and counter-representations into account
          and

     (c)  give written reasons for his determination

<PAGE>

Provided that if the Rent Review Surveyor dies or becomes unwilling to act or
becomes incapable of acting the President may upon the application of either the
Landlord or the Tenant discharge him and appoint another Rent Review Surveyor to
act in his place and in the same capacity (and this shall be repeated as many
times as the circumstances may require)

6    Costs

     The award of the Rent Review Surveyor shall be binding on the parties and
the costs of the reference to him and of his determination (including his own
fees and expenses and the legal and other costs of the parties) shall lie in his
award (and failing such award his costs should be borne equally by the parties
who shall each bear their own costs)

7    Interim Provisions

     If for any reason the Market Rent is not agreed or determined until after
the relevant Review Date the Tenant shall continue to pay the Basic Rent at the
rate applicable immediately before that date (or at the rate provided for by any
Provisional Award) and on the day 14 days after the day on which the Market Rent
is finally agreed or determined the Tenant shall pay the amount of any increase
for the period from and including the relevant Review Date up to the Payment Day
following that agreement or determination together with interest at 4% below the
Interest Rate on each part of that payment for the period on and from the date
on which that part would have been payable had the Market Rent been agreed
before the Review Date up to the date on which payment was due

8    Memorandum of Review

     Within twenty-eight days of the Market Rent being agreed or determined a
memorandum recording the increased Basic Rent (or the fact that there is no
increase) shall be executed by the parties at their own cost and attached to
this Lease and the counterpart but that memorandum shall be regarded as
evidential only and its absence shall not affect the liability of the Tenant to
pay any increased Basic Rent

9    Time not of the Essence

     Time is not of the essence in this schedule

<PAGE>

                                   Schedule 6

                                    Insurance

1    Definitions

1.1  "Insurance Charge" means the reasonable cost to the Landlord of effecting
or procuring and maintaining the Insurance Policy

1.2  "Insurance Policy" means the insurance policy or policies maintained by the
Landlord covering the insurances taken out pursuant to paragraph 2. 1

1.3  "Insured Risks" means any of the following:

     fire storm tempest lightning explosion riot civil commotion malicious
damage impact flood bursting or overflowing of water tanks burst pipes discharge
from sprinklers aircraft and other aerial devices or articles dropped from them
(other than war risks) earthquake landslip heave subsidence damage caused by
Terrorist Activity or such other risks as the Landlord may from time to time
reasonably require to be covered

1.4  "Insurers" means the underwriters or insurance office with whom the
Insurance Policy is effected as determined by the Landlord from time to time

1.5  "Loss of Rent" means loss of all Basic Rent and Service Charge due under
this Lease due to damage or destruction by any of the Insured Risks for a
maximum period of three years having regard to potential increases in those as a
result of rent reviews or other matters which may occur

1.6  "Terrorist Activity" means any act of any person or persons acting solely
or on behalf of or in connection with any organisation (including any
association or combination of person) which carries out activities directed
towards

     (a)  the overthrowing of or influencing by force or violence of Her
          Majesty's Government in the United Kingdom or any other government de
          jure or de facto

     (b)  the intimidation or persecution of by targeting force or violence
          against any section of the community or a class of persons

2    Landlord's Provisions

2.1  The Landlord shall effect and maintain the following insurances with the
Insurers:

     (a)  insurance against damage or destruction by the Insured Risks in a sum
          equal to the full reinstatement cost of the Premises including:

          (i)  the cost of demolition shoring up and site clearance

<PAGE>

          (ii)  all architects' surveyors' and other professional fees and
                incidental expenses in connection with reinstatement

          (iii) VAT on those amounts to the extent applicable and to the extent
                that the Landlord may not be able to recover the same from HM
                Customs & Excise

     (b)  third party property owners and public liability insurance

     (c)  insurance against liability under the Defective Premises Act 1972 (and
          any other Enactment in respect of which the Landlord requires
          insurance)

     (d)  Loss of Rent

2.2  The Landlord shall not be obliged to insure under paragraph 2.1 if and to
the extent that:

     (a)  insurance is not generally available in the London insurance market at
          a reasonable cost or

     (b)  any normal excess exclusion or limitation imposed by the Insurers
          applies or

     (c)  the Insurance Policy has become void or voidable by reason of any act
          neglect or default of the Tenant or any undertenant or any predecessor
          in title of either of them or any employee servant agent licensee or
          invitee of any of them (and the Tenant has not made good any moneys
          withheld) or

     (d)  the Tenant has failed to comply with paragraph 4.4(e)

     and to that extent if any damage occurs by a risk which would otherwise be
an Insured Risk but which is not actually insured against as a result of any of
the above matters the same shall not be treated as an Insured Risk

2.3  The Landlord will whenever reasonably requested by the Tenant produce a
copy or full details of the Insurance Policy and evidence that it is in force

2.4  The Landlord will use all reasonable endeavours to have the interest of the
Tenant noted on the Insurance Policy but such obligation shall be deemed to be
satisfied if the Insurance Policy contains a general provision deeming tenants'
interests to be noted

2.5  The Landlord will notify the Tenant in writing of any change in the
Insurance Policy from time to time which is material to the Tenant

2.6  If the Landlord receives any commissions or other benefits for effecting or
maintaining the Insurance Policy it shall not be obliged to pass the benefit of
them on to the Tenant

<PAGE>

3    Reinstatement

3.1  If the Premises is destroyed or damaged by the Insured Risks then subject
to paragraph 7.1 the Landlord will use all reasonable endeavours to obtain all
Necessary Consents required to reinstate the same as soon as reasonably
practicable and if these are obtained and subject to them remaining in force the
Landlord will apply the insurance moneys received under the Insurance Policy in
reinstating the damage as soon as reasonably possible and will (to the extent
that the sums are insufficient as a result of the Landlord's own act neglect or
default) make up the shortfall out of its own resources

3.2  The Premises need not be reinstated under paragraph 3.1 to the same state
appearance or layout as before with the same materials used in its original
construction but following any reinstatement the Premises shall be equally
commodious and shall enjoy substantially the same rights and amenities as before

3.3  In the event the Landlord is unable to carry out the reinstatement of the
Premises for any reason beyond its control it shall not be under any continuing
obligation to do so and shall be entitled to retain for its own benefit all
insurance moneys received or receivable under the Insurance Policy

4    Tenant's Provisions

4.1  The Tenant shall pay the Insurance Charge to the Landlord within 14 days of
written demand

4.2  The Tenant shall pay to the Landlord within 14 days of written demand

     (a)  any normal and proper excess which the Landlord is required to bear
          under any Insurance Policy which is applicable to the Premises

     (b)  the reasonable and proper costs incurred by the Landlord in valuing
          the Premises for insurance purposes at reasonable intervals (but no
          more frequently than once every 2 years);

4.3  The Tenant covenants with the Landlord

     (a)  not to do or fail to do anything which shall or may cause the
          Insurance Policy to be or become void or voidable or increase the
          premiums payable under it (and will pay on written demand the whole of
          any increase in any premium arising from a breach of this provision)

     (b)  not to insure or maintain insurance of the Premises against any of the
          Insured Risks

     (c)  to notify the Landlord of the incidence of any Insured Risk or any
          other matter which ought reasonably to be notified to the Insurers
          including disclosing any

<PAGE>

          conviction judgement or finding of any Authority relating to the
          Tenant or any director or other officer or major shareholder of the
          Tenant of such a nature as to be likely to affect the decision of the
          Insurers to put the Insurance Policy in place or renew it

     (d)  to comply with all the conditions of the Insurance Policy and all
          proper requirements of the Insurers notified to the Tenant in writing

     (e)  to notify the Landlord in writing of the value of any alterations
          additions or improvements which the Tenant or any undertenant proposes
          to make which may become landlord's fixtures (so as to enable the
          Landlord to arrange adequate cover for them) before those works are
          commenced

     (f)  to insure its own public and employer's liability in respect of the
          Premises and provide the Landlord with reasonable evidence that the
          same is in force whenever reasonably requested to do so

     (g)  to effect and maintain insurance of any plate glass comprised in the
          Premises against breakage in the full replacement cost of that plate
          glass and to produce to the Landlord on demand the policy of insurance
          and the receipt for the premium

     (h)  (in the event of breakage of or damage to the plate glass) to replace
          the plate glass immediately at its own cost

5    Rent Cesser

     If the Premises are damaged or destroyed by any of the Insured Risks such
that the Premises are unfit for occupation and use or incapable of reasonable
access then (unless paragraph 6 applies) the Basic Rent and the Service Charge
or a fair proportion according to the nature and extent of the damage in
question shall be suspended until the earlier of:

     (a)  the date 3 years after the date of such damage or destruction and

     (b)  the date on which the Premises are again fit for occupation and use or
          capable reasonable access

     Provided that the Tenant shall be entitled to be repaid any sums previously
paid in advance to the Landlord to which the Loss of Rent insurance applies when
such insurance moneys are received by the Landlord

6    Vitiation of Insurance

6.1  If the insurance money under the Insurance Policy is wholly or partly
irrecoverable by reason of any act neglect or default of the Tenant or any
undertenant or any predecessor in title of either of them or any employee
servant agent licensee or invitee of any of them or where the sum insured is
inadequate as a result of a breach by the Tenant of paragraph 4.3 (e) then the

<PAGE>

Tenant will (before the Landlord becomes obliged under paragraph 3.1 to
endeavour to obtain all Necessary Consents for reinstatement or to begin
reinstatement) pay to the Landlord the irrecoverable amount or the amount of
such shortfall as the case may be

6.2  In addition to any sum payable under paragraph 6.1 the Tenant shall pay
interest at the Interest Rate on the relevant sum from the date on which that
sum is due to the date of payment

7    Determination

7.1  If paragraph 3.3 applies or if at any time during the last 3 years of the
Term the Premises is destroyed or damaged by any of the Insured Risks such that
the Premises are unfit for beneficial occupation and use or incapable of
reasonable access and if the Landlord does not wish to reinstate the damage then
the Landlord may determine this Lease by giving not less than three months
notice at any time within six months after such damage or destruction occurring

7.2  If the Premises is otherwise destroyed or damaged by any of the Insured
Risks such that the Premises are unfit for occupation and use or incapable of
reasonable access and if the Premises are not made fit for occupation and use or
capable of reasonable access within 2 years 11 months after that destruction or
damage occurs then either the Landlord or the Tenant may by one months' written
notice to the other served at any time after that date (but before the Premises
are again fit for occupation and use) determine this Lease

7.3  If notice is served pursuant to paragraph 7.1 or 7.2 then upon such notice
expiring: (a) this Lease shall forthwith determine but the determination shall
be without prejudice to any right of action of either party in respect of any
previous breach of this Lease by the other or to any obligation of the Tenant
under paragraphs 4.3 or 6 (and any sums payable under those paragraphs shall be
paid on determination if they have not already become payable) and (b) all
moneys payable under the Insurance Policy or by the Tenant under paragraphs 4.3
or 6 shall be paid to and belong to the Landlord absolutely

8    Arbitration

     Any dispute under paragraphs 5 6 or 7 shall be referred to the judgement of
an arbitrator who shall be appointed and act pursuant to the provisions of the
Arbitration Act 1996

<PAGE>

                                   Schedule 7

                               Tenant's Covenants

                                     Part I

                              Financial Provisions

1    Payment of Rents

1.1  To pay the Rent and all other sums due under this Lease in pounds sterling
at the times and in the manner required by this Lease and without deduction or
set-off whether legal or equitable

1.2  To pay the Basic Rent by banker's standing order or direct debit if
required by the Landlord

1.3  To pay the Service Charge within 14 days after written demand

2    To pay Outgoings

2.1  To pay and discharge all Outgoings relating to the Premises at the times
when they become due

2.2  If at any time the Premises are not separately assessed for any Outgoings
the Tenant shall pay to the Landlord within 14 days of written demand a fair
proportion of any assessment which includes the Premises

2.3  Not without Consent (which shall not be unreasonably withheld or delayed)
make any claim for relief in respect of any Outgoings where to do so might
prejudice the Landlord's own actual or potential entitlement to relief then or
in the future

3    Costs

     The Tenant shall pay to the Landlord within 14 days of demand on a full
indemnity basis all costs expenses and liabilities properly incurred by the
Landlord as a result of or in connection with:

     (a)  any application for the Consent under this Lease whether or not
          Consent is refused (on lawful grounds) or the application is withdrawn
          unless Consent is unlawfully refused or offered subject to unlawful
          condition

     (b)  the preparation and service of any notice under section 146 or 147 Law
          of Property Act 1925 notwithstanding that forfeiture may be avoided
          otherwise than by relief granted by the Court

<PAGE>

     (c)  the preparation service and enforcement of any notice under paragraph
          5 of Part II of this schedule or any schedule of dilapidations served
          during the Term or within three months after Determination

4    VAT

4.1  Any sum payable under this Lease by the Tenant to the Landlord shall be
treated as exclusive of VAT and the Tenant shall (subject to the provision of a
VAT invoice) on the same date pay any VAT properly chargeable in respect of such
sum or consideration

4.2  Where the Tenant is obliged to pay or reimburse any expenditure incurred by
the Landlord under this Lease the Tenant shall pay an amount equal to the VAT on
that expenditure which the Landlord cannot recover as an input

5    Interest

5.1  If any sum due under this Lease is not paid on the due date (whether or not
demanded in the case of the Basic Rent) the sum in question shall carry interest
(before or after any Court Order) at the Interest Rate for the period from the
date on which it became due until the date of actual payment and that interest
shall be paid by the Tenant on written demand

5.2  If the Landlord refuses to accept the Basic Rent' or any other sum due
under this Lease because a Relevant Event has occurred and the Landlord does not
wish to waive its rights under clause 5 (and reasonably believes there is a risk
of such waiver) then such unpaid sums shall nevertheless bear interest under
paragraph 5.1 of this schedule until the date the sum in question is accepted

6    Indemnities

6.1  To be responsible for and keep the Landlord fully indemnified against all
damage damages costs expenses actions demands proceedings claims taxes levies or
charges and liabilities made against or suffered by the Landlord caused by or in
any way arising out of:

     (a)  any act omission or negligence of the Tenant or any person at the
          Premises or in the Estate expressly or impliedly with the Tenant's
          authority; or

     (b)  any breach or non-observance by the Tenant of the covenants conditions
          or other provisions in this Lease

     (c)  injury to any persons (including officers or servants of the Landlord)
          the infringement disturbance or destruction of any right easement or
          privilege and damage to property (moveable or immovable) caused by or
          in any way arising out of the condition or use of the Premises or
          anything kept within the same or the carrying out of any work to the
          Premises including any matters arising in respect of section 4 of the
          Defective Premises Act 1972

<PAGE>

     (d)  the Tenant's use or development of the Premises

     Provided that the Landlord shall use all reasonable endeavours to mitigate
its liability in respect of the same

6.2  If any payment made by the Tenant to the Landlord under this Lease by way
of indemnity or on an indemnity basis ("the initial payment") is taxable in the
Landlord's hands the sum payable shall be increased so that after payment of the
tax on it the Landlord retains a net sum equal to the initial payment

7    To Remedy Breaches

     The Tenant shall remedy any breach of its obligations under this Lease
within such reasonable period as the Landlord may specify provided that if the
Tenant shall fail to comply with such notice the Landlord may:

     (a)  enter the Premises (if necessary) and remedy the breach itself

     (b)  recover the cost of so doing on written demand as a debt from the
          Tenant

<PAGE>

                                     Part II

                       Repairs Alterations and Decoration

1    Repair

1.1  To keep the Premises in good and substantial repair and condition

1.2  To keep all parts of the Premises not built upon and any landscaped areas
in a good and clean condition appropriately surfaced free from weeds properly
cultivated planted mown and preserved in accordance with the standards of good
estate management

1.3  To keep all Landlord's fixtures and fittings and the Service Media
exclusively serving the Premises properly maintained and in good working order
and condition

2    Decoration

2.1  In this paragraph "Decorate" means to carry out in a good and workmanlike
manner and to a standard in keeping with modem practice the preparation and
decoration with good quality paint or other appropriate treatment or
preservative and/or the cleaning and washing down re-pointing and reinstating of
all tiles and finishes of the Premises and/or the papering and plastering of
areas so decorated and "Decoration" and "Redecorate" shall be construed
accordingly

2.2  To Decorate or Redecorate the interior of the Premises (as the case may be)
every 7 years and also in the last three months of the Term (having on the last
occasion first obtained Consent to the colour scheme which Consent shall not be
unreasonably withheld or delayed) provided that the Tenant shall not be obliged
to Decorate or Redecorate the Premises more than once in any period of two years

2.3  To Decorate or Redecorate the exterior of the Premises every 4 years and
also in the last three months of the Term provided that the Tenant shall not be
obliged to Decorate or Redecorate the Premises more than once in any period of
two years

2.4  Not to decorate the exterior of the Premises in the last three months of
the Term except in accordance with a colour scheme for which the Landlord has
given Consent (not to be unreasonably withheld or delayed)

3    Insured Risk

     Paragraphs 1 and 2 shall not apply to the extent that any lack of repair or
Decoration is caused by damage by an Insured Risk (unless paragraph 6 of this
part of schedule 5 applies)

4    Cleaning

<PAGE>

     To keep the Premises (and its curtilage) and the Tenant's fixtures and
fittings in a clean and tidy condition free from rubbish and other articles

5    Tenant's Breach

5.1  If the Tenant is in breach of any of paragraphs 1-4 then in addition to any
other rights which the Landlord may have:

     (a)  the Landlord may serve on the Tenant written notice specifying the
          breach in question and

     (b)  the Tenant shall as soon as practicable after receipt of that notice
          and in any event within two months (or sooner in emergency) commence
          and proceed with all due speed to remedy the breach and

     (c)  if the Tenant fails to comply with paragraph 5.1(b) the Landlord may
          enter the Premises and carry out the relevant work and all costs
          incurred by the Landlord in so doing shall be a debt from the Tenant
          to the Landlord which the Tenant shall pay on written demand

5.2  The Tenant shall give written notice to the Landlord immediately on
     becoming aware of:

     (a)  any damage to or destruction of the Premises or the Estate or

     (b)  any defect or want of repair in the Premises or the Estate (including
          without limitation any relevant defect within the meaning of section 4
          Defective Premises Act 1972) which the Landlord is liable to repair
          under this Lease or which the Landlord is or may be liable to repair
          under common law or by virtue of any Enactment

6    Yielding up on Determination

6.1  On Determination the Tenant shall yield up the Premises to the Landlord
with vacant possession in a state of repair condition and decoration which is
consistent with the proper performance of the Tenant's covenants in this Lease

6.2  If at Determination the Tenant leaves any fixtures fittings or other items
in the Premises the Landlord may treat them as having been abandoned and may
remove destroy or dispose of them as the Landlord wishes and the Tenant shall
pay to the Landlord on written demand the cost of this and indemnify the
Landlord against any and all resulting liability

6.3  Immediately before the end of the Term if and to the extent required by the
Landlord (but not otherwise) the Tenant shall:

<PAGE>

     (a)  reinstate all alterations additions or improvements made to the
          Premises at any time during the Term (or pursuant to any agreement for
          lease made before the start of the Term) and where this involves the
          disconnection of Service Media or Plant the Tenant shall ensure that
          the disconnection is carried out properly and safely and that the
          Service Media and Plant suitably sealed off or capped and left in a
          safe condition

     (b)  replace any of the Landlord's fixtures and fittings which shall be
          missing damaged beyond repair or destroyed with new items of at least
          equal type and quality (or at the Landlord's option pay to the
          Landlord the cost of replacing them)

     (c)  remove from the Premises any Sign of the Tenant or any occupier of the
          Premises Provided that the Tenant shall be entitled to remove all
          tenants and trade fixtures and fittings

6.4  The Tenant shall make good any damage caused in complying with paragraph
6.3

7.   Alterations

7.1  The Tenant shall make no alteration addition or improvement to the Premises
     whether structural or otherwise except as expressly permitted under
     paragraph 7.2

7.2  The Tenant may carry out alterations additions or improvements to the
interior of the Premises which do not affect the exterior or the appearance of
the Premises and which do not affect the Main Structure of the Premises and also
carry out the Permitted Alterations where:

     (a)  the Tenant has submitted to the Landlord detailed plans and
          specifications showing the proposed works and their location

     (b)  the Tenant has given to the Landlord such covenants relating to the
          carrying out of the proposed works as the Landlord may reasonably
          require

     (c)  the Tenant has (if reasonably required by the Landlord) provided the
          Landlord with suitable security which will allow the Landlord to carry
          out and complete or reinstate the proposed works if the Tenant fails
          to do so and

     (d)  the Tenant has obtained Consent to the works (which shall not be
          unreasonably withheld or delayed)

     (e)  in the case of the Permitted Alterations that they do not affect the
          structural integrity of the Building or affect any warranties or
          guarantees which have been given to the Landlord concerning the Main
          Structure of the Building

<PAGE>

     Provided that the Tenant may without consent install alter the position of
and remove internal partitioning which does not affect the Main Structure on
condition that the Tenant provides to the Landlord adequate details (including
copies of drawings) of any such works.

7.3  In carrying out any work for which the Landlord has biven Consent under
     paragraph 7.2 the Tenant shall:

     (a)  comply in all respects with all Necessary Consents relating to those
          works

     (b)  comply with the requirements of the Insurers

     (c)  comply with the reasonable requirements of the Landlord and permit it
          at reasonable times after reasonable prior notice to enter the
          Premises for the purpose of inspecting the progress of those works

     (d)  not overload the Service Media

     (e)  carry out the same in a good and workmanlike manner with good quality
          materials

7.4  To the extent that any works undertaken by or on behalf of the Tenant fall
within the scope of the CDM Regulations the Tenant shall:

7.5  warrant to the Landlord that it is the only client for such works

7.6  supply a copy of the Health and Safety Manual prepared for the purposes of
the CDM Regulations within one month of the relevant works being completed

8    Signs

8.1  Unless permitted by paragraph 8.2 the Tenant shall not fix or display in or
on the Premises any flag advertisement poster billboard or Sign

8.2  The Landlord shall not unreasonably withhold or delay Consent under
paragraph 8.1 to the placing on the entrance to the Premises a reasonable sized
non-illuminated non-moving Sign specifying the name of the Tenant or its trading
name or any permitted undertenant or occupier and the business or businesses
carried on at the Premises

<PAGE>

                                    Part III

                                 User Provisions

1    Use

1.1  The Tenant may not use the Premises other than for the Permitted Use

1.2  The Tenant shall not use the Premises:

     (a)  for any purpose or activity which is illegal immoral noisy noxious
          dangerous or offensive or for the burning or incineration of waste or
          rubbish

     (b)  as a sex shop a betting office for an auction public religious or
          political meeting or for gambling

     (c)  in a way which may be or become a nuisance to or cause damage or
          annoyance to the Landlord or any other person or any property

     (d)  in a way which might be harmful to the Premises or the Estate

     (e)  in a way which may result in the disapplication of the Landlord's
          election to waive exemption in respect of the Premises under
          paragraph 2(1) of Schedule 10 to the Value Added Tax Act 1994

     (f)  for the purpose or residing or sleeping

2    Regulations

2.1  The Tenant shall use all reasonable endeavours to procure that all
occupiers of and visitors to the Premises shall:

     (a)  ensure that no electrical or other equipment shall be installed in the
          Premises that causes electrical or other interference to television
          radio telecommunications or other equipment outside the Premises

     (b)  dispose of rubbish in suitable containers and in the manner reasonably
          required by the Landlord and not to store deposit or exhibit any goods
          articles or rubbish so that the same may be visible from outside the
          Premises

     (c)  ensure that no sound from loudspeakers or other artificially generated
          noise or flashing lights which can be heard or be visible outside the
          Premises shall be created within the Premises or that any machinery is
          used which may cause vibration to be felt outside the Premises or
          which may damage the Main Structure

<PAGE>

     (d)  maintain to the reasonable satisfaction of the Landlord and the
          Insurers adequate fire prevention apparatus upon the Premises and
          shall from time to time remove from the Premises all waste and
          inflammable material as quickly as possible

     (e)  ensure the Premises are locked or otherwise secured when not in use

     (f)  not obstruct the Common Parts

3    Legal Obligations and Necessary Consents

3.1  The Tenant shall comply with all Legal Obligations insofar as the same
relate to the Premises and its use

3.2  Where the Tenant receives from an Authority any formal notice relating to
the Premises (whether or not the notice is of a Legal Obligation) it shall as
soon as practicable send a copy to the Landlord and if reasonably requested by
the Landlord to make or join in making such objections representations or
appeals in respect of it as the Landlord may reasonably require

3.3  Not to do in or near the Premises any act or thing by reason of which the
Landlord may under any Legal Obligation incur have imposed upon it or become
liable to pay any penalty damages compensation costs charges or expenses

3.4  Where any Legal Obligation requires the carrying out of works to the
Premises the Tenant shall (to the extent required by this Lease) apply for
Consent and any Necessary Consents to carry out the works and after obtaining
them the Tenant shall carry out the works to the reasonable satisfaction of the
Landlord

3.5  Where the Legal Obligation requires the carrying out of works both on the
Premises and any other property the Landlord may carry out those works and the
Tenant shall pay to the Landlord within 14 days of written demand a fair and
reasonable proportion of the proper cost of those works which relate to the
Premises and a fair proportion of any incidental fees and expenses

3.6  Before doing anything at the Premises which requires any Necessary Consents
(and whether or not the Landlord shall have issued its Consent to that matter
under the other provisions of this Lease) the Tenant shall:

     (a)  obtain all Necessary Consents for the purpose; and

     (b)  produce copies of all Necessary Consents (and its applications for the
          same) to the Landlord; and

     (c)  obtain the approval of the Landlord (which shall not be unreasonably
          withheld or delayed) to the Necessary Consents and the implementation
          of them

<PAGE>

     Provided that the Tenant shall not without Consent (not to be unreasonably
withheld or delayed) make or alter any application for any Necessary Consent

3.7  Where any Necessary Consent implemented by the Tenant or any undertenant or
permitted occupier of the Premises requires works to be carried out by a date
subsequent to the end of the Term the Tenant shall ensure that those works are
completed before Determination

3.8  If the Tenant receives or is entitled to receive any statutory compensation
in relation to the Lease (other than from the Landlord) and if Determination
occurs otherwise than by effluxion of time the Tenant shall upon Determination
pay to the Landlord a fair and reasonable proportion of that compensation

4    Service Media

4.1  The Tenant shall not use the Service Media:

     (a)  for any purpose other than that for which they are designed or

     (b)  so as to exceed the capacity for which they are designed (having
          regard that such use may be shared with other occupiers of the Estate
          or Adjoining Property)

4.2  The Tenant will keep clean and free from obstruction all Service Media
serving the Premises and not to allow any Hazardous Material to be discharged
through the same

5    Overloading and Damage

5.1  The Tenant shall not overload any part of the Premises by bringing into the
Premises or allowing to remain there any safe or other heavy article that may
damage any part of the Main Structure of the Premises

5.2  The Tenant shall not without Consent (not to be unreasonably withheld or,
delayed) suspend anything from any wall or ceiling in the Premises (provided
that in considering whether to give Consent the Landlord may if it is reasonable
to do so consult with an appropriately qualified engineer whose reasonable costs
shall be paid by the Tenant within 14 days of demand)

5.3  The Tenant shall not do anything on the Premises which would or might
remove support from or endanger any Adjoining Property or any part of the Estate

6    Rights and Easements

6.1  The Tenant shall not grant to any third party any rights of any nature over
the Premises

6.2  The Tenant shall use all reasonable endeavours to preserve all easements
and rights currently enjoyed by the Premises and in particular (without
limitation) will not obstruct any of the windows of the Premises

<PAGE>

6.3  The Tenant shall not do or omit to do anything whereby any right of
prescription may arise against the Landlord

7    Entry by Landlord

7.1  At reasonable times following reasonable prior written notice (except in
emergency when no notice need be given) the Tenant shall permit the Landlord and
those authorised by it at all times to enter (and remain unobstructed on) the
Premises for the purpose of exercising any of the rights reserved by this Lease
in schedule 3 or otherwise

7.2  The Tenant shall use its reasonable endeavours to procure that an employee
of the Tenant is available to accompany the Landlord or anyone authorised by the
Landlord as envisaged in the proviso at the end of Schedule 3 and this
obligation shall only relate to the period during which Guardian IT plc is
Tenant of this Lease

7.3  The Tenant shall upon request supply the Landlord with telephone numbers
via which at least two keyholders of the Premises can be contacted at any time
in the case of emergency

8    Title Matters

     The Tenant shall observe and perform all covenants in respect of the
Premises arising from the Title Matters insofar as the same affect the Premises
and are capable of being enforced

9    Pollution

     The Tenant covenants:

9.1  to ensure that all operations of the Tenant comply with all applicable
Environmental Laws

9.2  to obtain all permits licences and approvals required by any Environmental
Laws or by any laws governing health and safety which are necessary to conduct
the Tenant's business operations and to ensure that all such permits licenses
and approvals remain in full force and effect and that the Tenant complies with
all terms and conditions of such permits licences and approvals

9.3  to file all reports records or notices required under any applicable
Environmental Laws including any relating to any Release creation treatment
storage disposal or other handling of Hazardous Material

9.4  to take all proper and reasonable measures to avoid either directly or
indirectly any Release of Hazardous Material into or any contamination or
pollution of the Environment or the Premises

<PAGE>

9.5  at all times throughout the Term (and at the end of the Term) to carry out
any Remedial Action which may be required as a result of any notice served by
any Authority as a result of any breach by the Tenant of its obligations under
this paragraph

<PAGE>

                                     Part IV

                           Dealings with the Premises

1    General Prohibition

     Except where permitted by this Lease the Tenant shall not assign underlet
charge part with or share possession or occupation of all or any part of the
Premises in any way nor hold the Premises on trust or as the agent for any other
person

2    Charges

     The Landlord shall not unreasonably withhold or delay Consent to an
application by the Tenant to grant a legal charge of the whole of the Premises
to a bona fide and reputable financial institution

3    Assignments of the Whole

3.1  The Landlord shall not unreasonably withhold or delay Consent to an
application by the Tenant to assign the whole of the Premises

3.2  The Landlord and the Tenant agree for the purposes of section 19(1A)
Landlord and Tenant Act 1927 (and without limiting the Landlord's ability to
withhold Consent where it is otherwise reasonable to do so or to impose other
reasonable conditions) that the Landlord may withhold Consent if:

     (a)  in the reasonable opinion of the Landlord the prospective assignee is
          not of sufficient financial standing to enable it to comply with the
          Tenant's covenants in this Lease or

     (b)  the prospective assignee (being a body corporate) is incorporated
          outside the United Kingdom (unless each of its proposed guarantors (if
          any) are all corporate bodies incorporated within the United Kingdom)

3.3  The Landlord and the Tenant agree for the purposes of section 19(1A)
Landlord and Tenant Act 1927 that the Landlord may give its consent subject to
all or any of the following conditions (in addition to any other reasonable
conditions of the Landlord as the circumstances may require):

     (a)  any Consent to any proposed assignment shall be given in the form of
          the Licence to Assign the counterpart of which shall be executed by:

          (i)    the Tenant

          (ii)   the Guarantor of the assigning Tenant

<PAGE>

          (iii)  the prospective assignee

          (iv)   any guarantor(s) of the prospective assignee that may be
                 reasonably required by the Landlord and

          (v)    any former tenant who by virtue of there having been an
                 "excluded assignment" as defined in section 11 of the Landlord
                 and Tenant (Covenants) Act 1995 has not been released from the
                 tenant's covenants in this Lease

     (b)  any sum due from the Tenant to the Landlord under this Lease is paid
          and any other material breach of the Tenant's covenants in this Lease
          is remedied and

4    Underletting

4.1  "Permitted Part" means:

          any part of the Premises:

          (i)    having a minimum Internal Area of 30,000 square feet; and

          (ii)   which in accordance with the principles of good estate
                 management is capable (having regard to its location and extent
                 and to the rights intended to be applicable to the same) of
                 providing self contained accommodation with all necessary
                 services and rights; and

          (iii)  which has been properly partitioned and separated from the rest
                 of the Premises; and

          (iv)   with its own access; and

          (v)    to which the Landlord has given Consent (not to be unreasonably
                 withheld or delayed)

4.2  The Landlord shall not unreasonably withhold or delay Consent to an
application by the Tenant to underlet the whole of the Premises or a Permitted
Part where all of the following conditions are satisfied:

     (a)  the prospective undertenant covenants with the Landlord in a form
          reasonably required by the Landlord that until it assigns the
          underlease with consent as required by the underlease it will observe
          and perform the Tenant's covenants and obligations in this Lease
          (except the covenant to pay the Basic Rent and in the case of an
          underletting of a Permitted Part so far only as such covenants affect
          the underlet premises)

<PAGE>

     (b)  (if the Landlord reasonably requires the same) a guarantor or
          guarantors reasonably acceptable to the Landlord has guaranteed to the
          Landlord the due performance by the undertenant of its covenant in
          clause 4.2(a) in such terms as the Landlord may reasonably require and

     (c)  no fine or premium is taken by the Tenant for the grant of the
          underlease and

     (d)  the basic rent payable under the underlease is not less than the open
          market rent reasonably obtainable for the underlease and

     (e)  any rent free period or other financial inducements given to the
          undertenant are no greater than what is appropriate and usual in the
          market at the relevant time and

     (f)  the form of the underlease has been approved in writing by the
          Landlord (such approval not to be unreasonably withheld or delayed
          where the provisions of the underlease are consistent with the
          provisions of this Lease and where the basic rent due under it is
          reviewable at the same times and on the same terms as the Basic Rent)

     (g)  any such underlease shall contain covenants in relation to alienation
          as follows:

          (i)    an unqualified covenant not to assign any part less than the
                 whole of the premises underlet

          (ii)   covenants in relation to assignment as prescribed in paragraph
                 4.2(h) below

          (iii)  in the case of any underletting of the Premises (whether of the
                 whole or of a Permitted Part) the same provisions as to
                 underletting as are contained in paragraph 4.2 of this Lease,
                 but subject to the additional conditions that:

                 (A)  the consent of the Landlord under this Lease has been
                      obtained (such consent not to be unreasonably withheld or
                      delayed) and

                 (B)  in the case of an underletting of a Permitted Part the
                      underlease shall prohibit any further sub-underletting of
                      part and require that any sub-underletting of the whole
                      must prohibit any further sub-sub-underletting of whole or
                      part absolutely

     (h)  the underlease contains the same provisions as to assignment as are
          contained in this Lease, but subject to additional conditions that:

          (i)    the consent of the Landlord under this Lease has been obtained
                 (such consent not to be unreasonably withheld or delayed) and

<PAGE>

          (ii)   the prospective assignee and its guarantors (if any) have
                 covenanted with the Landlord under this Lease in the terms of
                 paragraphs 4.2 (a) and 4.2 (b)

     (i)  in the case of an underletting of a Permitted Part:

          (i)    no such underletting shall take place where to do so would mean
                 the total number of occupations under separate leases or
                 underleases within the Premises at any one time during the Term
                 would exceed 4

          (ii)   any such underlease shall contain provisions enabling the
                 Tenant (as lessor) to recover from the undertenant a due
                 proportion of the Insurance Charge and the Service Charge

          (iii)  any such underlease shall be excluded from the operation of
                 sections 24-28 Landlord and Tenant Act 1954 by Court Order
                 granted prior to the undertenant taking occupation of the
                 underlet premises

4.3  The Tenant shall:

     (a)  use all reasonable endeavours to enforce against any undertenant the
          provisions of any underlease and shall not waive any of them and

     (b)  operate the rent review provisions contained in any underlease so as
          to ensure that the rent is reviewed at the correct times and in
          accordance with those provisions and without prejudice to the
          foregoing the Tenant shall:

          (i)    (where the underlease provides such an option) not agree that
                 any third party determining the rent in default of agreement is
                 to act as an arbitrator or as an expert without Consent (which
                 shall not be unreasonably withheld or delayed)

          (ii)   not agree upon the appointment of a person acting as a third
                 party determining the rent in default of agreement without
                 Consent (which shall not be unreasonably withheld or delayed)

          (iii)  incorporate as part of its submissions or representations to
                 that third party such submissions or representations as the
                 Landlord may reasonably require

          (iv)   give notice to the Landlord of the details of the determination
                 of every rent review within 21 days

     (c)  not without Consent (which shall not be unreasonably withheld) vary
          the terms of any underlease

<PAGE>

4.4  The Tenant shall not require or permit any rent reserved by any underlease
to be commuted or to be paid more than one quarter in advance or to be reduced

5    Sharing with Group Companies

     The Tenant may share occupation of the Premises with any Group Company of
the Tenant on condition that:

     (a)  the sharing shall not create any relationship of landlord and tenant
          and

     (b)  that on any occupier ceasing to be a Group Company of the Tenant the
          occupation shall immediately cease

6    Business Customers

     The Tenant may part with or share occupation of the Premises with any
company or individual with or for whom the Tenant has as part of its business
contracted to provide back-up office space or computer space and/or facilities
in the event of any emergency or contracted to provide any computer and
telecommunications and/or related services on condition that:

6.1  no relationship of landlord and tenant is thereby created

6.2  any such customer or client vacates the Premises immediately on the
expiration or sooner determination of the relevant contract

7    Notice of Dealings

     Within fourteen days after any dealing with or transmission or devolution
of the Premises or any interest in it the Tenant shall give to the Landlord
notice in duplicate specifying the basic particulars of the matter in question
and at the same time supply a certified and stamped copy of any instrument
making or evidencing it and pay a registration fee of (pound)40 or such higher
sum as shall be reasonably specified by the Landlord at the time

8    Provision of Occupier Information

9    From time to time within 21 days after written demand during the Term the
Tenant shall provide the Landlord with particulars of all derivative interests
of or in the Premises including particulars of rents rent reviews permitted uses
and service and maintenance charges payable in respect of them and copies of any
relevant documents and the identity of the occupiers of the Premises

<PAGE>

                                   Schedule 8

                              Landlord's Covenants

1    Quiet Enjoyment

     (That for so long as the Tenant complies with the obligations on its part
contained in this Lease) to allow the Tenant to have quiet and peaceful
enjoyment of the Premises during the Term without any interruption by the
Landlord or by any person lawfully claiming through under or in trust for the
Landlord

2    Title Matters

     To observe and perform its covenants in the Title Matters (except to the
extent that the same are the Tenant's responsibility under this Lease)

3    Insurance

     To observe and perform the covenants on its part contained in schedule 6

4    Service Charge

     To keep and maintain the Common Parts in good repair and condition and
properly cleaned and serviced (including without limitation keeping all
landscaped areas properly tendered and cultivated)

<PAGE>

                                   Schedule 9

                                Licence to Assign

                       DATED                20

                                                             (1)

                                                             (2)

                                                             (3)

                                                             [(4)]

                                                             [(5)]

                                                             [(6)]

                                                             [(7)]





                       AUTHORISED GUARANTEE AGREEMENT AND
                          LICENCE TO ASSIGN PREMISES AT
                               Green Lane Hounslow

<PAGE>

THIS LICENCE is made on                               20         BETWEEN:

(1)  [   ] [(Registered Number ) whose registered office is at] [of] (the
     "Landlord");

(2)  [   ] [(Registered Number ) whose registered office is at] [of] (the
     "Tenant");

(3)  [   ] [(Registered Number ) whose registered office is at] [of] (the
     "Assignee");

[(4) ( ] [(Registered Number ) whose registered office is at] [of] (the
     "Assignee's Guarantor")];

((5) [   ] [(Registered Number[of] ) whose registered office is at] [of] "The
     Tenant's Guarantor")]

[(6) [   ] [(Registered Number ) whose registered office is at] [of] ("the
     Landlord's Mortgage")].

[(7) ( ] [(Registered Number ) whose registered office is at] [of] ("the
     Superior Landlord")]

1.   Definitions and Interpretations

1.1  In this Licence the following terms have the following meanings:

     (a)  "the Premises" means Unit B Green Land Hounslow more particularly
          described in the Lease;

     (b)  "the Lease" means a ease of the Premises between . and . made the [ ]
          day of [ ]200[ ] and references to "the Lease" include all or any
          deeds or documents supplemental to the same (whether or not expressed
          to be so);

1.2  For the purposes of this Licence

     (a)  all terms and expressions used in this Licence have the same meanings
          (where the context so admits) as are assigned to them in the Lease

     (b)  where any party to this Licence comprises more than one person the
          obligations and liabilities of that party under this Licence are joint
          and several obligations of those persons

<PAGE>

     (c)  words importing one gender include any other gender

     (d)  words importing the singular import the plural and vice versa

     (e)  the clause headings are not to be taken into account for the purpose
          of the interpretation or construction of this Licence

2    Recitals

2.1  This Licence is supplemental to the Lease

2.2  The Lease contains provisions restricting the right of the Tenant to assign
the Premises without first obtaining the written consent of the Landlord such
consent not to be unreasonably withheld or delayed

2.3  The Landlord is [now] entitled to the reversion immediately expectant on
the Term and the Term is [now] vested in the Tenant [(and the Tenant's Guarantor
has guaranteed to the Landlord the performance by the Tenant of the covenants
and obligations on its part contained in the Lease)]

2.4  The Tenant wishes to assign the Lease to the Assignee [(and the Assignee's
Guarantor has agreed to guarantee to the Landlord the performance by the
Assignee of the covenants and obligations on its part contained in the Lease)]
and has requested the Landlord [and the Superior Landlord] to grant consent to
such assignment

2.5  The Landlord has agreed to give such consent in consideration of the
covenants and upon the conditions contained in this Licence

NOW THIS DEED WITNESSES as follows:

1    Licence to Assign

     In consideration of the covenants on the part of the Assignee [and the
[Tenant/Sureties] (as defined in clause 4) [and of the Tenant's Guarantor
contained in this Licence the Landlord hereby grants to the Tenant licence to
assign to the Assignee the whole of the Premises for the residue of the Term

2    Assignee's Covenants

     The Assignee covenants with the Landlord that as from the date when the
Lease is assigned to the Assignee and until it is subsequently lawfully assigned
to a third party by the Assignee with the consent of the Landlord in accordance
with the Lease the Assignee will pay the rents reserved and other sums made
payable by the Lease and will be bound by and will observe and perform all the
covenants terms stipulations and conditions on the part of the lessee contained
in the Lease ("the Lessee Covenants");

3    [Tenant's/Sureties] Covenants

<PAGE>

3.1  The Tenant [and the Assignee's Guarantor (referred to herein as "the
Sureties") (jointly and severally] covenant[s] with the Landlord including
(without the need for any express assignment) [its] [their] successors in title
that until the Lease is subsequently assigned by the Assignee to a third party
with the consent of the Landlord:

     (a)  the rents reserved by and all other sums payable pursuant to the
          Lease will be duly and punctually paid and the Lessee Covenants will
          be duly performed observed and kept

     (b)  if there is any default in the payment of the rents or other sums
          payable under this Lease or in the observance or performance of any of
          the Lessee Covenants the [Tenant/Sureties] will pay the rents or other
          sums and observe or perform the covenants or terms in respect of which
          such default has occurred

     (c)  (as a separate and distinct obligation to that in clause 3 hereof) the
          [Tenant/Sureties] will indemnify the Landlord against all losses
          damages costs and expenses arising or incurred by the Landlord as a
          result of the Assignee's non-payment non-performance or non-observance
          of the Lessee Covenants provided always (and without prejudice to
          section 18(3) of the Landlord and Tenant (Covenants) Act 1995) the
          liability of the [Tenant/Sureties] under this Deed will remain in full
          force and effect and will not be released and nor will the rights of
          the Landlord be prejudiced or affected by:

          (i)    any time indulgence or concession granted by the Landlord to
                 the Assignee or any neglect or forebearance of the Landlord in
                 enforcing the payment of the rents or the observance or
                 performance of the Lesee Covenants or any refusal by the
                 Landlord to accept rents or other sums tendered by or on behalf
                 of the Assignee at a time when the Landlord was entitled (or
                 would after the service of a notice under the Law of Property
                 Act 1925 Section 146 have been entitled) to re-enter the
                 Premises;

          (ii)   the existence of or dealing with varying or failing to perfect
                 or enforce any other rights or security which the Landlord may
                 have or acquire against the Assignee

          (iii)  the fact that part of the Premises may have been surrendered in
                 which event the liability of the [Tenant/Sureties] will
                 continue in respect of only the part of the Premises not so
                 surrendered;

          (iv)   any agreement between the Landlord and the Assignee or any
                 determination made by an arbitrator or expert relating to any
                 rent review as provided in and in accordance with the Lease and
                 so that any rent agreed or determined on such rent review will
                 be deemed to be properly agreed or determined

<PAGE>

          (v)    any other act or thing by virtue of which (but for this
                 provision) the [Tenant/Sureties] would have been released or
                 discharged from [its] [their] obligations under this Lease or
                 the rights of the Landlord would have been prejudiced or
                 affected (other than a release by deed entered into by the
                 Landlord in accordance with the terms of such deed)

3.2  (If:

     (a)  the Lease is disclaimed by any liquidator or trustee in bankruptcy of
          the Assignee or by the Crown after it has become bona vacantia or

     (b)  the Assignee (being a corporate body) ceases to exist
          then if so required by written notice given by the Landlord within six
          months after the Landlord has notice of any of the above matters
          occurring) to accept from the Landlord a lease of the Premises in
          their then actual state or condition subject to any underlease or
          tenancy or other interest affecting the Premises or any part of them
          for a term commencing on the date of the occurrence of the applicable
          matter equal to the residue of the Term then remaining at the same
          rent as that then payable under the Lease and subject to the same
          covenants provisions and conditions in all respects as those contained
          in the Lease (including the proviso for re-entry and rent review dates
          co-incident with those contained in the Lease) provided that in the
          event the Landlord does not require the [Tenant/Sureties] to take a
          new lease of the Premises under this clause the [Tenant/Sureties]
          shall remain liable under these provisions to pay the rents and other
          sums reserved by this Lease and to perform the covenants and other
          matters on the Assignee's part contained herein which would have been
          payable or required to be complied with had there not been such a
          matter occurring for the period from the date of the Landlord having
          notice of the occurrence of the applicable matter until the date
          6 months after it

3.3  It is agreed and declared that:

     (a)  the liability of the [Tenant/Sureties] is as principal covenantor with
          the Landlord and not merely collateral to the principal liability of
          the Assignee

     (b)  the obligations of the [Tenant/Sureties] may be enforced by the
          Landlord at its discretion and without first enforcing or seeking to
          enforce its rights against the Assignee or any other person who is
          liable or exercising its rights under any other security or resorting
          to any other means of payment

4    Tenant's Guarantor's Covenant

4.1  The Tenant's Guarantor covenants with the Landlord that the Tenant will
observe and perform the obligations on its part contained in clause 4 above and
if the Tenant fails to do so the Tenant's Guarantor will pay the rents or
observe and perform the covenants in respect of which

<PAGE>

such default has occurred and will make good to the Landlord on demand and will
indemnify the Landlord against all losses damages costs and expenses arising or
incurred by the Landlord as a result of such non payment non performance or non
observance and the proviso to clause 4.1(c) above shall apply to the liability
of the Tenant's Guarantor as it applies to the liability of the Tenant

4.2  If the Landlord requires the Tenant to accept a new lease as provided in
clause 4.3 the Tenant's Guarantor shall enter into such new lease as guarantor
to the Tenant and shall covenant with the Landlord upon terms equivalent to
those set out in clause 4.1(a) above

4.3  It is agreed and declared that

     (a)  the liability of the Tenant's Guarantor is as principal covenantor
          with the Landlord and not merely collateral to the principal liability
          of the Tenant]; and

     (b)  the obligations of the Tenant's Guarantor may be enforced by the
          Landlord at its discretion and without first enforcing or seeking to
          enforce its rights against the Assignee or the [Tenant/Sureties] or
          any other person who is liable or exercising its rights under any
          other security or resorting to any other means of payment]

5    Severable Nature of Obligation

     Each of the provisions of this Licence is severable from the others and if
at any time one or more of such provisions is or becomes illegal invalid or
unenforceable the legality validity and enforceability of the remaining
provisions of this Licence shall not in any way be affected or impaired in
consequence

6    Limitation on [Tenant's] [Sureties'] Liability

6.1  Nothing in this Deed shall impose upon the [Tenant/Sureties] [or the
Tenant's Guarantor]:

     (a)  any requirement to guarantee in any way the performance of any
          covenant by any person other than (in the case of the
          [Tenant/Sureties] the Assignee [or (in the case of the Tenant's
          Guarantor) the Tenant] or

     (b)  any liability restriction or other requirement (of whatever nature) in
          relation to any time after the Assignee is released from any covenant
          by virtue of the Landlord and Tenant (Covenants) Act 1995 or

     (c)  any liability in respect of the Assignee's performance of any covenant
          which is more onerous than that to which the [Tenant/Sureties] would
          be subject if they were the sole or principal debtor in respect of
          that covenant

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6.2  To the extent that this Licence purports to impose upon the
[Tenant/Sureties] [or the Tenant's Guarantor] any requirement liability or
restriction referred to in clause 7.1 the relevant provision of this Licence
shall to that extent only be void but this shall not affect:

     (a) the enforceability of that provision except to that extent or

     (b) the enforceability of any other provisions of this Licence

7    Provisos

7.1  Except as expressly otherwise provided in this Licence the terms of the
Lease are not varied and will continue in full force and effect

7.2  Nothing contained in this Licence waives or is to be deemed to waive any
breach of the obligations of the Tenant under the Lease which may have occurred
before the date of this Licence or authorises or is to be deemed to authorise
any further assignment or other act omission or thing other than the assignment
referred to above

8    Costs

     The Tenant shall pay the reasonable and proper costs of the Landlord's
lawyers' and surveyors' costs and any Value Added Tax on them incurred by the
Landlord in connection with the request by the Tenant for the preparation and
completion and stamping of this Licence and the counterpart of it

IN WITNESS whereof the parties hereto have executed this Licence as a deed the
day and year first before written

EXECUTED AS ITS DEED BY
THE LANDLORD

ACTING BY
Director Name:

Director Signature:

Director/Secretary Name:                ProLogis Directorship S.a.r.1., Director
                                        duly represented by:
Director/Secretary Signature:           Peter Cassells, Manager



EXECUTED AS ITS DEED BY

THE TENANT

<PAGE>

ACTING BY

Director Name:

Director Signature:

Director/Secretary Name:

Director/Secretary Signature: