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                                                                    Exhibit 10.1

              DATED              19TH JANUARY               2001
              --------------------------------------------------


                    (1) LIBERTY PROPERTY LIMITED PARTNERSHIP


                (2) KINGS HILL ESTATE MANAGEMENT COMPANY LIMITED


                               (3) GENZYME LIMITED


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

                                   UNDERLEASE

                          OF 50 GIBSON DRIVE KINGS HILL
                         BUSINESS PARK WEST MALLING KENT


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

THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT
(COVENANTS) ACT 1995


                                                  HERBERT SMITH
                                                  Exchange House
                                                  Primrose Street
                                                  London EC2A 2HS
                                                  Tel: +44 (0)20 7374-8000
                                                  Fax: +44 (0)20 7374-0888
                                                  Ref: 2304/2144/30809014

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                                TABLE OF CONTENTS

<Table>
<Caption>
CLAUSE            HEADINGS                                                                                 PAGE
<S>      <C>                                                                                                 <C>
1.       PARTICULARS..........................................................................................1

2.       DEFINITIONS AND INTERPRETATION.......................................................................1

3.       DEMISE AND RENT......................................................................................5

4.       TENANT'S COVENANTS...................................................................................5

4.1      Rent.................................................................................................5
4.2      Outgoings............................................................................................5
4.3      Insurance............................................................................................6
4.4      Estate contribution payment..........................................................................7
4.5      Repairs..............................................................................................7
4.6      Decoration...........................................................................................9
4.7      Alterations and reinstatement........................................................................9
4.8      Entry...............................................................................................10
4.9      Use.................................................................................................11
4.10        Alienation.......................................................................................11
4.11        Registration of dealings.........................................................................15
4.12        Compliance with statutes etc.....................................................................15
4.13        Planning.........................................................................................15
4.14        Encroachments....................................................................................16
4.15        Notifications....................................................................................16
4.16        Fire fighting....................................................................................17
4.17        Advertisements...................................................................................17
4.18        Notice boards....................................................................................17
4.19        Expenses.........................................................................................17
4.20        Indemnity........................................................................................18
4.21        Yield up.........................................................................................18
4.22        Arrears..........................................................................................18
4.23        VAT..............................................................................................19
4.24        Regulations......................................................................................19
4.25        Head Lease.......................................................................................20

5.       LANDLORD'S COVENANTS................................................................................20

5.1      Quiet enjoyment.....................................................................................20
5.2      Insurance...........................................................................................20
5.3      Services............................................................................................21
5.4      Head Lease..........................................................................................21
5.5      Estate Agreement and Management Company.............................................................21

6.       MANAGEMENT COMPANY'S COVENANTS......................................................................21

7.       PROVISOS............................................................................................22

7.1      Proviso for re-entry................................................................................22
7.2      Exclusion of use warranty...........................................................................22
7.3      Service of notice...................................................................................22
7.4      Development of neighbouring premises................................................................22
7.5      Abatement of rent...................................................................................23
</Table>

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<Table>
<S>      <C>                                                                                                <C>
7.6      Damage from services................................................................................23
7.7      Landlord's liability................................................................................23
7.8      Tenant's effects....................................................................................23
7.9         Landlord and Tenant Act exclusion................................................................23
7.10        Confidentiality..................................................................................23
7.11        Overriding lease.................................................................................24
7.12        Application of Landlord and Tenant (Covenants) Act 1995..........................................24
7.13        Exclusion of third party rights..................................................................24
7.14        Stamp duty certificate...........................................................................24

8.       TENANT RIGHT TO BREAK AT YEAR FIVE..................................................................24

9.       JURISDICTION........................................................................................24


THE SCHEDULE

PART 1 (DEMISED PREMISES)....................................................................................25

PART 2 (RIGHTS GRANTED)......................................................................................25

PART 3 (EXCEPTIONS AND RESERVATIONS).........................................................................25

PART 4 (MATTERS SUBJECT TO WHICH THE LEASE IS GRANTED).......................................................26

PART 5 (PROVISIONS FOR REVIEW OF FIRSTLY RESERVED RENT)......................................................26
</Table>

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THIS LEASE made the 19th day of January 2001

BETWEEN:

(1)     the Landlord;

(2)     the Management Company; and

(2)     the Tenant

WITNESSES as follows:

1.      PARTICULARS

        Landlord                :   LIBERTY PROPERTY LIMITED PARTNERSHIP a
                                    Pennsylvania Limited partnership whose
                                    address in the United Kingdom is at 200
                                    Gibson Drive Kings Hill West Malling Kent
                                    ME19 4AF

        Tenant                  :   GENZYME LIMITED (Co. Regn. No. 1556886)
                                    whose registered office is at 37 Hollands
                                    Road Haverhill Suffolk CB9 8PU

        Management Company      :   KINGS HILL ESTATE MANAGEMENT COMPANY LIMITED
                                    (Co. Regn. No. 2735600) whose registered
                                    office is at 200 Gibson Drive Kings Hill
                                    West Malling Kent ME19 4AF

        Demised Premises        :   50 Gibson Drive and the plot immediately
                                    adjoining it on the Kings Hill Business Park
                                    West Malling Kent

        Contractual Term:       :   10 years from 24th June 2001 (subject to the
                                    provisions of clause 8)

        Rent Commencement Date  :   24 June 2001

        Initial Rent            :   Two hundred and two thousand seven hundred
                                    and eighty one pounds twenty five pence
                                    (exclusive of Value Added Tax) per annum

        Rent Review Date        :   24th June 2006

        Permitted Use           :   any purpose within Class B1 of the Schedule
                                    to the Town and Country Planning (Use
                                    Classes) Order 1987 with ancillary offices
                                    and car parking

2.      DEFINITIONS AND INTERPRETATION

2.1     In this Underlease save where the context otherwise requires the
        following expressions have the following meanings:

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        "APPARATUS" means all lifts lift shafts escalators water treatment plant
        boilers heating ventilation and air conditioning systems generators and
        all other plant machinery and equipment belonging to the Landlord in or
        about the Demised Premises including (without prejudice to the
        generality of the foregoing) the Conduits therein exclusively serving
        the Demised Premises

        "BUILDING" means the building constructed on the Demised Premises shown
        edged red on the Site Plan and includes a building constructed on the
        Demised Premises as a replacement thereof

        "CDM REGULATIONS" means the Construction (Design and Management)
        Regulations 1994 or any remaking thereof and any amendment to a
        regulation therein and any approved code of practice issued in relation
        thereto

        "CONDUITS" means and includes all wires pipes sewers drains cables ducts
        and other like media for the conducting of any water gas electricity
        drainage telephone or other utilities within to and from the Demised
        Premises or any part thereof

        "CURTILAGE" means the external areas of the Demised Premises not covered
        by the Building

        "DECORATE" means to paint repaper or otherwise treat as the case may be
        all surfaces usually or requiring to be so treated having first prepared
        such surfaces by stripping off and priming as may be necessary and to
        wash down all washable surfaces and to restore point and make good all
        brickwork and other facings where necessary and to stain any parts
        usually so protected all decoration being carried out with good quality
        materials and in a good and workmanlike manner and where painting is
        involved three coats being applied to the outside and two coats to the
        inside

        "DEMISED PREMISES" means the land and building so stated in the
        Particulars and as more particularly described in Part 1 of the Schedule
        and shown edged blue on the Site Plan

        "ESTATE AGREEMENT" means an Agreement dated 1st March 1993 made between
        (1) RKL and (2) the Management Company

        "GROUP COMPANY" means a company which is a member of the same group as
        the party to which the term shall apply within the meaning of Section 42
        of the Landlord and Tenant Act 1954

        "HEAD LEASE" means the lease under which the Landlord holds the Demised
        Premises dated 20th February 1991 made between Kent County Council (1)
        and Rouse and Associates Block 13 Limited (2) and "SUPERIOR LANDLORD"
        means the person for the time being entitled to the reversion
        immediately expectant on the term granted by the Head Lease and every
        other person having an interest in reversion to that term and "THE
        SUPERIOR LANDLORD" shall mean the person entitled for the time being to
        the reversion thereof

        "INSURED RISKS" means loss or damage by or in consequence of fire storm
        tempest lightning explosion flood earthquake subsidence aircraft and (in
        time of peace) aerial devices and things dropped therefrom impact riot
        acts of malicious damage or persons civil commotion bursting and
        overflowing of water tanks apparatus and pipes and such other risks as
        the Landlord shall insure against from time to time

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        "LANDLORD'S SPECIFICATION" means the outline form of specification (ref.
        no.GB/OSL dated 21st February 1991) attached hereto so entitled

        "LANDLORD'S SURVEYOR" means any person being a chartered surveyor
        appointed by or acting for the Landlord excluding an employee of the
        Landlord or a Group Company to perform the function of a surveyor for
        any purposes of this Underlease

        "PARK" means the commercial area of Kings Hill Business Park West
        Malling which is for the purpose of identification only shown hatched
        and cross-hatched black on the Park Plan

        "PARK PLAN" means the annexed plan so entitled

        "PARKING AREAS" means the areas within the Demised Premises set aside by
        the Tenant for the parking of vehicles in connection with the use of the
        Building

        "PARTICULARS" means the particulars in clause 1

        "PERMITTED PART" means the whole of a complete floor of the Building
        (adjusted so as to create on the ground floor a lobby, entrance and
        corridor and all requisite common areas)

        "PLANNING ACTS" means the Town and Country Planning Act 1990

        "PLANNING PERMISSION" means the planning permission granted to the
        landlord authorising development of the Park under reference number
        TM/89/1655

        "RENT DAYS" means 25th March 24th June 29th September and 25th December
        in each year and "RENT DAY" shall mean any of such days as the context
        requires

        "RKL" means Rouse Kent Limited or whoever shall for the time being be
        entitled to enforce the covenants on the part of the Management Company
        in the Estate Agreement

        "SERVICE RENT" means the sums payable under clause 4.4

        "SITE PLAN" means the annexed plan so entitled

        "STIPULATED RATE" means the rate per annum of three per centum above
        Barclays Bank Plc base rate from time to time (or where such rate is not
        quoted such base rate as would in the reasonable opinion of the Landlord
        be the nearest equivalent thereto if such base rate were quoted)

        "STRUCTURE" means the foundations external walls supporting columns and
        beams roofs and other structural parts of the Building and other
        structures from time to time on the Demised Premises

2.2     "Landlord" includes the persons for the time being entitled to the
        reversion immediately expectant on the determination of the Term

2.3     "Tenant" includes the Tenant's successor or successor in title of the
        Term

2.4     Where the Tenant or any guarantor includes two or more persons
        obligations expressed or implied to be made by or with the Tenant or any
        guarantor (as the case may be) shall be deemed to be made by or with
        such persons jointly and severally

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2.5     Any covenant by the Tenant not to do or omit to do any act or thing
        shall be deemed to include an obligation not to permit or suffer such
        act or thing to be done or omitted to be done as the case may be

2.6     "TERM" means the term hereby granted

2.7     References to any right of the Landlord to have access to the Demised
        Premises shall be construed as extending to any Superior Landlord and
        any mortgagee of the Demised Premises and to all persons authorised by
        the Landlord and any Superior Landlord or mortgagee in all cases (except
        in cases of emergency) at reasonable times upon prior notice

2.8     Any provisions in this Underlease referring to the consent or approval
        of the Landlord shall be construed as also requiring the consent or
        approval of any mortgagee of the Demised Premises and any Superior
        Landlord where such consent shall be required under the Head Lease or
        the charge or mortgage in question but nothing in this Underlease shall
        be construed as implying that any obligation is imposed upon any
        mortgagee or any Superior Landlord not unreasonably to refuse any such
        consent or approval PROVIDED THAT the Landlord will use its reasonable
        endeavours to obtain any such consents or approvals

2.9     Any reference to parting with possession shall be deemed to include
        sharing possession and any occupation by a licensee

2.10    Any reference to a statute shall include any statutory extension or
        modification or re-enactment of such statute and any order instrument
        plan regulation permission or direction made or issued thereunder or
        deriving validity therefrom

2.11    Words importing the singular meaning shall include the plural meaning
        and vice versa and words importing the masculine feminine and neuter
        genders shall include the other or others of such genders

2.12    The clause and paragraph headings and the index are for convenience only
        and shall not affect the construction of this document

2.13    References in this Underlease to any clause or schedule without further
        designation shall be construed as a reference to the clause or schedule
        to this Underlease so numbered

2.14    Subject to the foregoing the expressions used in the Particulars shall
        have the same meanings when used hereafter in this Underlease

2.15    Any rent (whether or not defined in the Particulars in clause 1 or in
        clause 3.2) and other amounts which may be or become payable to the
        Landlord under this Underlease are exclusive of Value Added Tax which
        may be or become chargeable on the relevant supply by the Landlord
        PROVIDED THAT any request for VAT shall be accompanied by a VAT invoice
        addressed to the Tenant where this lawful

2.16    The rights excepted and reserved in Part 3 of the Schedule are also
        excepted and reserved for the benefit of the Superior Landlord

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3.      DEMISE AND RENT

3.1     In consideration of the rents and of the covenants and conditions herein
        reserved and contained the Landlord demises to the Tenant ALL THOSE the
        Demised Premises TOGETHER WITH the rights and EXCEPT AND RESERVED and
        SUBJECT as provided respectively in Parts 2 3 and 4 of the Schedule TO
        HOLD the same unto the Tenant for the Term YIELDING and PAYING therefor
        to the Landlord the rents hereby reserved

3.2     The rents reserved by this Underlease are as follows:

        3.2.1   FIRST yearly and proportionately for any period less than a year
                and throughout the Term the rent reserved and made payable in
                Part 5 of the Schedule such rent to be paid by equal quarterly
                payments in advance on the four Rent Days in every year the
                first payment in respect of the period from and including the
                Rent Commencement Date to and including 28th September 2001
                being due on the Rent Commencement Date

        3.2.2   SECONDLY all such monies as shall become payable in accordance
                with clause 4.3 in respect of insurance

        3.2.3   THIRDLY all such monies as shall become payable in accordance
                with clause 4.4

        3.2.4   FOURTHLY all such monies as shall become payable in accordance
                with clause 4.23

4.      TENANT'S COVENANTS

        The Tenant HEREBY COVENANTS with the Landlord and separately with the
        Management Company as follows:

4.1     RENT

        4.1.1   To pay the rents reserved by this Underlease at the times and in
                the manner herein provided and not to exercise or seek to
                exercise any right or claim to withhold rent or any right or
                claim or legal or equitable set-off PROVIDED ALWAYS THAT the
                rent hereby firstly reserved shall so long as the Landlord shall
                not in writing require to the contrary be paid by bankers
                standing order in such form as shall from time to time be
                furnished by the Landlord and such form shall be duly and
                promptly completed by the Tenant and delivered by it to the
                Landlord

        4.1.2   To pay in addition to the rents and other amounts which may be
                or become payable by the Tenant to the Landlord under this
                Underlease all Value Added Tax which may be or become chargeable
                on the relevant supply by the Landlord to the Tenant

4.2     OUTGOINGS

        4.2.1   To pay and discharge and indemnify the Landlord against all
                existing and future rates taxes duties charges assessments
                impositions and outgoings whatsoever whether parliamentary
                parochial local or of any other description and whether or not
                of a capital or non-recurring nature which are now or may

                                                                               5
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                at any time hereafter during the Term be charged levied assessed
                or imposed upon or payable in respect of the Demised Premises or
                any part thereof or upon any occupier or other person interested
                in respect thereof including a due proportion properly
                attributable to the Demised Premises of such outgoings as
                aforesaid as may be charged levied assessed imposed or payable
                on or in respect of any premises (including but without
                limitation thereto the Park) of which the Demised Premises form
                part (such proportion to be determined by the Landlord's
                Surveyor acting reasonably whose decision shall be conclusive
                save in case of manifest error) except only (but without
                prejudice to clause 4.1.2) taxation assessed upon the Landlord
                in respect of its revenue derived from its reversionary interest
                in the Demised Premises or any dealing by it therewith and if
                the Landlord shall suffer any loss of rating relief which may be
                applicable to empty premises after the end of the Term by reason
                of such relief being allowed to the Tenant in respect of any
                period before the end of the term to make good such loss to the
                Landlord (provided that this shall not apply if the Tenant
                exercises its right to break contained in clause 8)

        4.2.2   To be solely responsible for and promptly to pay all costs and
                charges for water gas electricity telephone and any other
                services used or consumed in or upon the Demised Premises
                including all meter rents and standing charges but so that the
                Landlord shall not be responsible for any interruption or
                failure in the supply of any such services unless caused by the
                negligence of the Landlord its employees or servants

4.3     INSURANCE

        4.3.1   To pay to the Landlord by way of rent on written demand:

                (A)  all premiums which the Landlord shall from time to time pay
                     for insuring the Demised Premises against loss or damage by
                     any of the Insured Risks in accordance with the Landlord's
                     covenant in that behalf hereinafter contained; and

                (B)  all premiums paid by the Landlord from time to time for
                     insuring the loss for a minimum of three and a maximum of
                     five years of the rents hereby reserved (including proper
                     allowances for increases in rent pursuant to the provisions
                     for rent review herein contained); and

                (C)  all premiums paid by the Landlord from time to time for
                     insuring itself against all third party liabilities
                     including public and property owners' liabilities arising
                     or which may arise by virtue of its ownership of the
                     Demised Premises; and

                (D)  an amount equal to proper insurance revaluation fees and
                     all reasonable fees and expenses payable to advisers in
                     connection with effecting and maintaining the said
                     insurances and claims arising thereunder

        4.3.2   To notify the Landlord forthwith upon becoming aware of the same
                of the happening or occurrence of any event or anything likely
                to give rise to a claim under any insurance effected under the
                terms of this Underlease

                                                                               6
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        4.3.3   Not knowingly to do or omit anything whereby any such policy of
                insurance may become void or voidable in whole or part nor
                anything whereby abnormal or loaded insurance premiums may
                become payable

        4.3.4   In the event of the Demised Premises or any part thereof or any
                item of an insurable nature therein belonging to the Landlord
                being destroyed or damaged and the moneys under any insurance
                effected thereon by the Landlord being wholly or partly
                irrecoverable by reason solely or in part of any act or default
                of the Tenant or any sub-tenant or their respective servants or
                agents then and in every such case the Tenant will forthwith on
                demand pay to the Landlord the whole or (as the case may
                require) a fair proportion of the cost (including professional
                and other fees) of completely rebuilding reinstating or
                replacing the same together with interest thereon at the
                Stipulated Rate calculated from the date of expenditure of such
                cost by the Landlord until payment by the Tenant as well after
                as before judgment

        4.3.5   To comply at all times with the proper requirements of the
                insurers so far as they relate to the Demised Premises

        4.3.6   Not to effect any insurance in respect of the Demised Premises
                other than in respect of

                (A)  tenant's fixtures and fittings and contents and

                (B)  public and property owner's liabilities arising or which
                     may arise by virtue of the use and occupation by the Tenant
                     of the Demised Premises

        4.3.7   To effect and maintain insurance in respect of the matters
                specified in clauses 4.3.6(A) and 4.3.6(B)

4.4     ESTATE CONTRIBUTION PAYMENT

        To pay in accordance with its terms such amounts and on such dates as it
        is provided in the Estate Agreement shall be attributable to the Demised
        Premises

4.5     REPAIRS

        4.5.1   Save as identified in Part 6 of the Schedule well and
                substantially to repair cleanse maintain amend and keep in good
                and substantial repair and condition the Building and the
                Curtilage (damage covered by insurance effected by the Landlord
                excepted unless payment of the insurance money is wholly or
                partially withheld wholly or partially by reason of any act or
                default of the Tenant or any sub-tenant or their respective
                servants or agents or any other person under the control of the
                Tenant or any sub-tenant)

        4.5.2   To keep clean the internal and external surfaces of all windows
                and window frames of the Building and not to cover any windows
                except by means of blinds or other arrangements approved by the
                Landlord such approval not to be unreasonably withheld

        4.5.3   To keep in good and safe repair all Conduits and meters
                exclusively serving the Demised Premises and to indemnify the
                Landlord against all liability

                                                                               7
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                howsoever arising from any failure to repair or the misuse or
                overloading of the same

        4.5.4   To maintain in good and serviceable repair and condition the
                Landlord's fixtures and fittings and all Apparatus in or upon or
                exclusively serving the Demised Premises and to replace such of
                them as may become worn out lost unfit for use or destroyed by
                substituting others of a like or more modern nature and of good
                quality

        4.5.5   Forthwith upon becoming aware of the same to give notice in
                writing to the Landlord of any defect in the state of the
                Demised Premises or of the Landlord's fixtures and fittings
                therein or thereupon or of the Apparatus which would or might
                give rise to an obligation upon the Landlord under these
                presents to do or refrain from doing any act or thing in order
                to comply with any duty of care imposed upon the Landlord by
                reason of these presents and to indemnify the Landlord against
                or in respect of any losses claims actions costs or demands
                arising out of any failure of the Tenant to comply with its
                obligations under this clause and at all times permit the
                Landlord to display such notices and signs as the Landlord
                having regard to such duty of care reasonably requires to
                display at the Demised Premises

        4.5.6   To remedy any breach of covenant and to repair and make good all
                defects decays and wants of repair in respect of the Demised
                Premises of which notice in writing shall be given by the
                Landlord to the Tenant and for which the Tenant is liable
                hereunder within one calendar month after the giving of such
                notice provided that in the case of default by the Tenant it
                shall be lawful for (but not obligatory upon) the Landlord (but
                without prejudice to the right of re-entry hereinafter contained
                or other right of the Landlord with regard thereto) to enter
                upon the Demised Premises and remedy the breach and/or make good
                such defects decays or wants of repair and the cost thereof and
                all proper expenses together with interest thereon at the
                Stipulated Rate from the date of expenditure by the Landlord
                until payment by the Tenant as well after as before judgment
                shall be a debt due from the Tenant to the Landlord and be
                forthwith recoverable by action

        4.5.7   To keep the Demised Premises clean and in a neat and tidy
                condition and in particular to comply (but not so that
                compliance would require the Tenant to carry out any works or
                incur costs) with (where appropriate) the provisions of the
                Section 52 Agreement referred to in Part 4 of the Schedule
                insofar as they relate to the Demised Premises and to store and
                dispose of all rubbish and waste in a manner approved by the
                Landlord PROVIDED THAT if the Tenant shall fail to comply with
                all or any of its obligations under the foregoing provisions of
                this clause the Landlord shall be entitled (but without being
                obliged so to do) to remove and dispose or arrange for the
                removal and disposal of any rubbish waste goods or materials
                deposited or stored in breach of this covenant and the cost
                incurred by the Landlord shall be paid by the Tenant on demand
                together with interest thereon at the Stipulated Rate as well
                after as before judgment and be forthwith recoverable by action

                                                                               8
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4.6     DECORATION

        4.6.1   In the third and sixth year of the Term and also in the last
                three months thereof howsoever determined to Decorate those
                parts of the exterior of the Demised Premises as are normally
                required to be decorated in a tint or colour to be approved by
                the Landlord's Surveyor (such approval not to be unreasonably
                withheld)

        4.6.2   In the fifth year of the Term and also in the last three months
                thereof howsoever determined and in the last three months in a
                tint or colour to be approved by the Landlord's Surveyor (such
                approval not to be unreasonably withheld) to Decorate the
                interior of the Demised Premises

4.7     ALTERATIONS AND REINSTATEMENT

        4.7.1   Not to carry out:

                (A)  any development of or on the Demised Premises;

                (B)  any works to or affecting any load bearing structure of the
                     Building;

                (C)  any work affecting the external appearance of the Demised
                     Premises and/or the Curtilage or to annexe them to any
                     adjoining premises;

                (D)  any improvement which might add to the letting value of the
                     Demised Premises at the expiry of the Term

        4.7.2   Without prejudice to clause 4.7.1 not to make any other
                alteration or addition to the Demised Premises (including all
                electrical and other plant and equipment) except:

                (A)  in accordance with plans and specifications previously
                     submitted at the Tenant's expense in triplicate to and
                     approved by the Landlord (such approval not to be
                     unreasonably withheld or delayed);

                (B)  in accordance with any relevant terms conditions and
                     regulations of the Institution of Electrical Engineers the
                     gas and water supply and fire control authorities and the
                     insurance company with whom the Demised Premises are for
                     the time being insured;

                (C)  in a good and workmanlike manner

                PROVIDED ALWAYS THAT:

                (A)  no such alterations or additions shall be carried out until
                     the Landlord and the Superior Landlord (if appropriate) has
                     issued its consent in writing to which the Tenant shall if
                     required join as a party in order to give such covenants as
                     the Landlord and/or the Superior Landlord reasonably
                     requires (such consent not to be unreasonably withheld or
                     delayed)

                (B)  the installation and removal of demountable partitioning
                     which does not involve cutting into the structure or other
                     load bearing parts of the Demised Premises shall not
                     require the Landlord's consent so long as

                                                                               9
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                     the Tenant produces at its own expense to the Landlord or
                     to any managing agents engaged by it plans and
                     specifications illustrating the manner in which the work
                     will be carried out not less than twenty-one days before
                     the work is commenced and notifies the Landlord or the
                     agents within fourteen days after its completion

        4.7.3   At the expiry of the Term if and to the extent required by the
                Landlord to remove:

                (A)  all alterations and additions made to or installed on the
                     Demised Premises by the Tenant and anything which may have
                     been installed under clause 4.7

                (B)  all the Tenant's Works as defined by the Agreement dated
                     21st February 1991 for the grant of the Underlease dated
                     31st January 1992 pursuant to which the Tenant occupied the
                     Demised Premises prior to the grant of this Underlease

                and to restore and make good the Demised Premises in a proper
                and workmanlike manner to the condition and design which existed
                before the alterations additions or installations were made with
                all services properly sealed off and to the Landlord's
                reasonable satisfaction

        4.7.4

                     (1)  To comply with the obligations imposed on the Tenant
                          by the CDM Regulations and to procure compliance by
                          any designer or contractor employed by the Tenant in
                          connection with any alteration or addition to the
                          Demised Premises with their obligations under the CDM
                          Regulations

                     (2)  Without prejudice to the generality of clause 4.7.4(1)
                          to procure that information relating to any
                          alterations or additions to the Demised Premises is
                          incorporated into the health and safety plan and
                          health and safety file maintained for the Demised
                          Premises in accordance with the CDM Regulations

4.8     ENTRY

        To permit the Landlord and its duly authorised agents with or without
        workmen and appliances at all reasonable times (after giving at least 72
        hours' notice to the Tenant except in emergency) to enter the Demised
        Premises:

        4.8.1   to examine the state of repair and condition thereof and of any
                Conduits therein thereon or thereunder

        4.8.2   to check and take inventories of the Landlord's fixtures and
                fittings and the Apparatus

        4.8.3   to repair and maintain or execute any work upon the Demised
                Premises or any part thereof or any Landlord's fixtures and
                fittings or the Apparatus therein

        4.8.4   for the provision of any of the services or for the exercise of
                any exception and reservation out of this Underlease

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        PROVIDED THAT the persons so entering shall cause as little damage and
        disturbance as practicable and make good any damage caused to the
        Demised Premises to the Tenant's reasonable satisfaction

4.9     USE

        4.9.1   Not to use the Demised Premises otherwise than for the Permitted
                Use and in accordance with the requirements and conditions of
                any planning permission authorising such use from time to time

        4.9.2   Not to do on the Demised Premises anything which may be illegal
                or immoral or a nuisance or annoyance or cause danger or injury
                or damage to the Landlord or any other person and to pay all
                costs charges and expenses incurred by the Landlord in abating a
                nuisance and in executing such works as may be required to abate
                a nuisance in obedience to any notice served upon the Landlord
                in respect of or incidental to the Demised Premises or the use
                thereof

        4.9.3   Not to use the Demised Premises for any noxious noisy or
                offensive trade or business and not to hold any sale by auction
                on the Demised Premises and not to allow on the Demised Premises
                anything which is or may become dangerous offensive combustible
                inflammable radioactive or explosive

        4.9.4   Not to use on the Demised Premises any machinery or sound
                reproduction or amplifying equipment which shall be noisy or be
                a nuisance or annoyance to the Landlord or any other person

        4.9.5   Not to do anything which interferes with or imposes any
                excessive load or strain on the structure or the Apparatus or
                the workings thereof

        4.9.6   Not to permit any vehicles upon the Curtilage other than
                vehicles belonging to persons lawfully resorting to the Demised
                Premises parked only in the Parking Areas and to take all
                reasonable steps to prevent persons resorting to the Demised
                Premises from parking vehicles upon or otherwise obstructing the
                roadways and footpaths within the Park

        4.9.7   Not to suffer or permit any person to reside or sleep on the
                Demised Premises

        4.9.8   Not to discharge anything into the Conduits which will be
                corrosive or harmful or which may cause any obstruction or
                deposit therein

        4.9.9   (Subject to clause 4.9.6) not to place or store anything upon
                the Curtilage save in structures designed for storage approved
                by the Landlord

4.10    ALIENATION

        4.10.1  Not to assign or charge part only of the Demised Premises

        4.10.2  Not to assign the whole of the Demised Premises without the
                prior written consent of the Landlord (which shall not be
                unreasonably withheld but which may be granted subject to any
                one or more of the conditions referred to in clause 4.10.3 and
                which may be withheld if either of the circumstances referred to
                in clause 4.10.4 exist)

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        4.10.3  The conditions referred to in clause 4.10.2 (which are specified
                for the purposes of Section (19)(1A) of the Landlord and Tenant
                Act 1927 and which operate without prejudice to the Landlord's
                right to withhold consent on any reasonable grounds) are:

                (A)  that the Tenant shall have entered into an authorised
                     guarantee agreement (as defined in Section 16 of the
                     Landlord and Tenant (Covenants) Act 1995) with the Landlord
                     in a form which the Landlord reasonably requires

                (B)  that any guarantor of the Tenant's obligations under this
                     Underlease shall have guaranteed to the Landlord that the
                     Tenant will comply with the terms and conditions of the
                     authorised guarantee agreement referred to in clause
                     4.10.3(A) on terms and in a form which the Landlord
                     reasonably requires

                (C)  that (subject as provided in 4.10.3(D)) if so reasonably
                     required by the Landlord the proposed assignee shall have
                     procured covenants with the Landlord by a guarantor or
                     guarantors (not being the Tenant) acceptable to the
                     Landlord (acting reasonably); and/or a deposit with the
                     Landlord of six months' of the then current rent firstly
                     reserved by this Underlease together with any VAT thereon
                     as fourthly reserved by this Underlease (and including
                     provisions for increase of the sum following any future
                     review of the rent first reserved by this Underlease) on
                     such terms as the Landlord may reasonably require as
                     additional security for the discharge of the Tenant's
                     obligations under this Underlease

                INTRA GROUP DEALINGS

                (D)  that, if the proposed assignee is a Group Company, the
                     Tenant shall have procured either:

                     (1)  if the Tenant's obligations under this lease are
                          guaranteed by another Group Company that such Group
                          Company covenants with the Landlord in such form as
                          the Landlord shall reasonably require; or

                     (2)  if there is no guarantor of the Tenant's obligations
                          under this lease and if the proposed assignee is not
                          at the date of the application for consent to the
                          proposed assignment in the reasonable opinion of the
                          Landlord of financial standing equivalent to or
                          greater than the Tenant at the date of this lease that
                          the proposed assignee procures covenants by a Group
                          Company which is not the Tenant or the proposed
                          assignee and which is in the reasonable opinion of the
                          Landlord of financial standing equivalent to or
                          greater than the Tenant in such form as the Landlord
                          shall reasonably require; and

                     (3)  in either case the proposed assignee procures a
                          deposit with the Landlord of the amount described in
                          clause 4.10.3(C);

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                (E)  that the previous conditions are satisfied on or before the
                     date of the assignment

        4.10.4  The circumstances referred to in clause 4.10.2 (which are
                specified for the purposes of Section 19(1A) of the Landlord and
                Tenant Act 1927) are:

                (A)  where any sums due from the Tenant to the Landlord under
                     this Underlease remain unpaid at the date of the
                     application for consent to the proposed assignment and/or
                     the date of the Landlord's consent

                (B)  where in the Landlord's reasonable opinion there is at the
                     date of the application for consent to the proposed
                     assignment and/or the date of the Landlord's consent a
                     material outstanding breach of any Tenant's covenant under
                     this Underlease

        4.10.5  Save in accordance with the succeeding provisions of this clause
                not to underlet or part with the possession or share the
                occupation of the whole or any part of the Demised Premises
                PROVIDED ALWAYS THAT nothing contained in this clause shall
                prevent the Tenant from sharing occupation of the Demised
                Premises or any part thereof with any Group Company on terms
                which do not create the relationship of landlord and tenant and
                under which such company will vacate the premises forthwith upon
                its ceasing to be a Group Company

        4.10.6  Not under any circumstances to create or permit the creation of
                any interest derived out of this Underlease whether mediate or
                immediate and howsoever remote or inferior except at full market
                rack rent and without a fine premium or other capital sum being
                taken (and so that no such fine or premium or other capital sum
                shall be taken save in payment of Tenant's fixtures and
                fittings) and not to create or permit the creation of any
                derivative interest except on terms which prohibit the
                commutation of rent nor (unless such underletting shall include
                provisions approved by the Landlord for rent reviews at the
                times and in accordance with the terms of this Underlease) for a
                term which shall extend beyond a date on which the rent payable
                hereunder is to be reviewed as herein provided

        4.10.7  Subject as aforesaid the Tenant may with the written consent of
                the Landlord which shall not be unreasonably withheld underlet
                the whole of the Demised Premises or create so as to be
                subsisting at any one time not more than two underlettings of
                the Building and which shall be underlettings of a Permitted
                Part and which shall provide for underletting the Parking Areas
                but in the case of any permitted underletting of the Demised
                Premises be it of the whole of the Demised Premises or the whole
                of a Permitted Part (whether mediate or immediate) the Tenant
                shall procure that:

                (A)  on or before the grant of the relevant underlease the
                     underlessee shall covenant with the Landlord to observe and
                     perform the Tenant's covenants and conditions in this
                     Underlease insofar as they are applicable to the premises
                     to be underlet (except the covenant to pay rent) and those
                     of the underlessee in the relevant underlease

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                (B)  on or before the grant of the relevant underlease to any
                     private limited company a guarantor or guarantors if
                     reasonably required by the Landlord shall covenant (if more
                     than one jointly and severally) with the Landlord to
                     guarantee the observance and performance by the underlessee
                     of its covenants to be contained in such underlease

                (C)  any permitted immediate or mediate underlease contains:

                     (1)  covenants by the underlessee with the underlessor
                          prohibiting the underlessee from doing or allowing any
                          act or thing on or in relation to the sub-demised
                          premises inconsistent with or in breach of the
                          Tenant's obligations in this Underlease

                     (2)  a condition for re-entry by the underlessor on breach
                          of any covenant by the underlessee

                     (3)  an absolute bar on the underletting of the whole or
                          any part of the sub-demised premises and an absolute
                          bar on the assignment of part of the sub-demised
                          premises

                     (4)  subject to sub-paragraph (3) the same restrictions on
                          assignment and underletting or parting with possession
                          and sharing of occupation and the same provisions for
                          direct covenants to be given to the Landlord and
                          registration as in this Underlease

                (D)  if the underlease is granted prior to the date upon which
                     the Term may be determined pursuant to clause 8, the term
                     of years granted by the permitted underlease must not
                     extend beyond the date upon which the Term may be
                     determined pursuant to clause 8 unless (a) the permitted
                     underlease contains a break clause exercisable by the
                     Tenant on the same date upon which the Term of this
                     underlease may be determined pursuant to clause 7 hereof
                     and (b) if the Tenant exercises his right to determine this
                     underlease pursuant to clause 8 it will immediately
                     determine any permitted underlease

                (E)  on or before the grant of the relevant underlease an
                     agreement shall subsist authorised by a Court of competent
                     jurisdiction under section 38(4) of the Landlord and Tenant
                     Act 1954 (as amended) excluding in relation to the tenancy
                     thereof the provisions of Sections 24 to 28 of that Act

                (F)  the term of years granted by any permitted underlease does
                     not in any event extend beyond the Term expiry date of this
                     underlease

        4.10.8  To enforce performance and observance by every such underlessee
                of the covenants and conditions in its underlease and not to
                release or waive any such covenants or conditions

        4.10.9  Not to assign underlet or otherwise deal in any way pursuant to
                the terms of this clause with the Demised Premises otherwise
                than on terms that the Estate Agreement shall (to the extent
                that the same affects the Demised Premises) affect and be
                incorporated in such dealing and that such dealing shall be

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                subject to and bound by the provisions of the Estate Agreement
                and to procure by covenant from the assignee sub-tenant or other
                party a covenant to such effect in the instrument by which such
                dealing is made

4.11    REGISTRATION OF DEALINGS

        Within ten working days after any assignment charge or underletting or
        any transmission or other devolution relating to the Demised Premises or
        any part thereof to give notice thereof to the Landlord's solicitor and
        to furnish him with a certified copy of any document relating thereto
        and to pay to the Landlord's solicitor a reasonable fee (not being less
        than twenty pounds)

4.12    COMPLIANCE WITH STATUTES ETC

        To comply in all respects with and in a proper and workmanlike manner to
        execute all works required under the provisions of all statutes for the
        time being in force and the directions of any competent authority
        relating to the Demised Premises or any part thereof or the use thereof
        or anything contained therein or the employment therein of any person or
        persons and not to do or omit or suffer to be done or omitted on or
        about the Demised Premises any act or thing by reason of which the
        Landlord may under any enactment incur or have imposed upon it or become
        liable to pay any levy penalty damages compensation costs charges or
        expenses and so far as the law allows to indemnify the Landlord against
        all liability in respect thereof

4.13    PLANNING

        4.13.1  Not to apply for planning permission in respect of the Demised
                Premises or any part thereof without the Landlord's prior
                written consent (which shall not be unreasonably withheld in
                respect of any addition or alteration in respect of which the
                Landlord's consent is not to be unreasonably withheld under the
                terms of this Underlease) and if the Landlord attaches
                conditions to any such consent not to apply for planning
                permission except in accordance with those conditions

        4.13.2  To comply with the provisions and requirements of the Planning
                Acts and of any planning permissions (and the conditions
                thereof) relating to or affecting:

                (A)  the Demised Premises or

                (B)  any operations works acts or things carried out executed
                     done or omitted on the Demised Premises or

                (C)  the use of the Demised Premises

        4.13.3  Subject to clause 4.13.1 as often as occasion requires during
                the Term at the Tenant's expense to obtain and if appropriate
                renew all planning permissions and serve all notices required
                under the Planning Acts for the carrying out by the Tenant of
                any operations or the institution or continuance by the Tenant
                of any use of the Demised Premises or any part thereof

        4.13.4  To pay and satisfy any charge imposed under the Planning Acts in
                respect of the carrying out or maintenance by the Tenant of any
                such operation or the institution or continuance by the Tenant
                of any such use as aforesaid

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        4.13.5  Notwithstanding any consent which may be granted by the Landlord
                under this Underlease not to carry out or make any alteration or
                addition to the Demised Premises or any change of use of the
                Demised Premises (being an alteration or addition or change of
                use prohibited by or for which the Landlord's consent is
                required under this Underlease and for which a planning
                permission is needed) before a planning permission for such
                alteration addition or change of use has been produced to and
                acknowledged by the Landlord as satisfactory (such
                acknowledgement not to be unreasonably withheld or delayed)
                PROVIDED THAT the Landlord may refuse to express such
                satisfaction if the period of such permission or anything
                contained in or omitted from it will in the reasonable opinion
                of the Landlord's Surveyor be likely to prejudice the Landlord's
                interest in the Demised Premises and/or the Park either during
                the Term or on or after the expiration or earlier determination
                of the Term

        4.13.6  When called upon so to do to produce to the Landlord and the
                Landlord's Surveyor all plans documents and other evidence
                reasonably required by the Landlord to satisfy itself that the
                covenants in this clause 4.13 have been complied with

        4.13.7  Where any planning permission is granted subject to conditions
                involving the carrying out of works upon or change of use of the
                Demised Premises the Landlord may as a condition of its consent
                to the carrying out of such works or change of use and acting
                reasonably require the Tenant to provide security for the due
                compliance with those conditions and no works shall be commenced
                and no change of use shall be implemented until such security
                has been provided to the Landlord's reasonable satisfaction

        4.13.8  As soon as practicable to notify the Landlord of any order
                direction proposal or notice under the Planning Acts served on
                or received by the Tenant or coming to the Tenant's notice which
                relates to the Demised Premises and to produce to the Landlord
                if required any such order direction proposal or notice in the
                Tenant's possession and not to take any action in respect of
                such order direction proposal or notice without the Landlord's
                approval which shall not be unreasonably withheld or delayed

4.14    ENCROACHMENTS

        Not to obstruct any window light or way belonging to the Demised
        Premises or to any neighbouring premises nor acknowledge that any
        easement or other right is enjoyed by consent of any other person nor
        permit any new easement right or encroachment to be made into against or
        on the Demised Premises and to give immediate notice to the Landlord if
        any easement right or encroachment affecting the Demised Premises shall
        be made or attempted and at the Landlord's request and cost to adopt
        such means as may be reasonably required to prevent or licence the same

4.15    NOTIFICATIONS

        Forthwith on receipt of any permission notice order or proposal relating
        to the Demised Premises or the use or condition thereof given or issued
        by any governmental local or other public or competent authority to give
        full particulars thereof to the Landlord and if so required by the
        Landlord to produce the same to the

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<Page>

        Landlord and to take all necessary steps to comply therewith and also
        when requested by the Landlord to make or join with the Landlord in
        making such objections and representations against or in respect of the
        same as the Landlord shall deem expedient

4.16    FIRE FIGHTING

        To keep the Demised Premises supplied and equipped with all fire
        fighting and extinguishing appliances from time to time required by law
        or required by insurers of the Demised Premises or reasonably required
        by the Landlord such appliances being kept open to inspection and
        properly maintained and not to obstruct the access to or means of
        working such appliances or the means of escape from the Demised Premises
        in case of fire

4.17    ADVERTISEMENTS

        Subject in all respects to the provisions of the Estate Agreement and
        any regulations therein contained not without the written consent of the
        Landlord to affix or exhibit any advertisement sign placard notice
        flagpole aerial transmitter receiver or other like object either outside
        the Demised Premises or inside the Demised Premises so as to be seen
        from the outside save that the corporate logo of the Tenant may be
        displayed on the Landlord's Park signage at the entrance to the Building
        and within the Building in such position and of such size and design as
        is approved by the Landlord and if the Landlord reasonably so requires
        to remove at the end or earlier determination of the Term any item
        exhibited or installed pursuant to this clause making good all damage
        caused thereby

4.18    NOTICE BOARDS

        To permit the Landlord or its agents to affix upon any suitable part of
        the Demised Premises (but not so as to interfere with the Tenant's
        business) a notice board or bill relating to any letting or reletting of
        the same or any part thereof or to any sale or other dealing with any
        interest in reversion to this Underlease and the Tenant will not remove
        or obscure the same and will at all reasonable times and on reasonable
        prior notice permit those authorised in writing by the Landlord in
        connection with any such letting reletting sale or other dealing to
        enter and view the Demised Premises at reasonable times without
        interruption

4.19    EXPENSES

        To pay to the Landlord on demand all proper costs charges and expenses
        (including legal costs bailiff's fees and surveyor's fees) reasonably
        incurred and payable by the Landlord in connection with or in
        contemplation of:

        4.19.1  the recovery of arrears of rent under this Underlease

        4.19.2  any proceedings relating to the Demised Premises whether under
                Sections 146 and/or 147 of the Law of Property Act 1925 or
                otherwise including the preparation and service upon the Tenant
                of any notice (whether statutory or otherwise) and the
                preparation of any schedule to accompany any such notice
                notwithstanding forfeiture is avoided otherwise than by relief
                granted by the Court

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        4.19.3  (without prejudice to the generality of the foregoing) the
                preparation and service of any notice or schedule relating to
                the repair of the Building and/or the Demised Premises whether
                served on the Tenant during or within six months after the
                expiration of the Term; and

        4.19.4  any application by the Tenant to the Landlord for any consent or
                approval pursuant to the covenants herein contained whether or
                not the same be granted or acted upon

4.20    INDEMNITY

        To keep the Landlord indemnified from and against all loss damage
        actions proceedings claims demands costs and expenses of whatsoever
        nature and whether in respect of any injury to or the death of any
        person or damage to any property movable or immovable or otherwise
        howsoever arising directly or indirectly from the repair or the state of
        repair or condition of the Demised Premises or from any breach of
        covenant on the part of the Tenant herein contained or from the use of
        the Demised Premises or out of any works carried out at any time during
        the Term to the Demised Premises or out of anything now or during the
        Term attached to or projecting from the Demised Premises or as a result
        of any act neglect or default by the Tenant or by any sub-tenants or by
        their respective servants or agents or by any persons in or upon the
        Demised Premises or the Park with the actual or implied authority of any
        of them

4.21    YIELD UP

        At the expiration or sooner determination of the Contractual Term
        quietly to yield up the Demised Premises to the Landlord in such state
        and condition as shall in all respects be consistent with a full and due
        performance by the Tenant of the covenants on its part herein contained
        (tenant's fixtures and fittings only excepted subject to the Tenant
        making good all damage to the Demised Premises occasioned by their
        removal) and upon such yielding up the Tenant shall if so required by
        the Landlord in writing:

        4.21.1  forthwith remove all signs nameplates and any other items
                indicating the connection or former connection of the Tenant
                with the Demised Premises; and

        4.21.2  take out and remove from the Demised Premises all works not in
                accordance with the Landlord's Specification and shall install
                or reinstate (as the case may be) such works (or the equivalent
                thereof) as are necessary to ensure that the Demised Premises
                conform to the Landlord's Specification all such works of
                installation to be carried out within 3 months of such
                expiration or sooner determination in a good and workmanlike
                manner to the reasonable satisfaction of the Landlord and for
                the avoidance of doubt it is agreed that the obligation
                contained in this clause 4.21 shall survive any such expiration
                or sooner determination of the Term or of this Underlease

4.22    ARREARS

        4.22.1  If and whenever the Tenant shall fail to pay the rents first
                reserved by clause 3.2 with seven days of the due date or any
                other monies (other than the rent thirdly reserved by clause
                3.2) due under this Underlease within 14 days of the due date
                (whether formally demanded or not) then (without prejudice to
                any

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                other right or remedy of the Landlord including the right of
                re-entry hereinafter contained) the Tenant shall pay to the
                Landlord (whether formally demanded or not) interest at the
                Stipulated Rate on such rent or other monies as the case may be
                from the date when it was due to the date on which it is
                actually paid and any such interest (without prejudice to any
                other right or remedy of the Landlord) shall be recoverable by
                distress as for rent in arrear

        4.22.2  If and whenever the Tenant shall fail to pay the rent thirdly
                reserved by clause 3.2 in accordance with the terms of the
                Estate Agreement then (without prejudice to any other right or
                remedy of the Landlord including the right of re-entry
                hereinafter contained):

                (A)  if the Landlord shall pay the sums due pursuant to the
                     Estate Agreement the Tenant shall pay on demand to the
                     Landlord interest thereon at the Stipulated Rate from the
                     due date for payment thereof until the same is received by
                     the Landlord or

                (B)  if the Landlord shall not pay the sums due pursuant to the
                     Estate Agreement the Tenant shall on demand by the Landlord
                     pay to and indemnify the Landlord against any additional
                     sums which may be payable by the Landlord under the Estate
                     Agreement by reason of the non-payment of the same on the
                     due date for payment thereof

                and any monies payable under this clause 4.22.2 shall (without
                prejudice to any other right or remedy of the Landlord) be
                recoverable by distress as for rent in arrear PROVIDED ALWAYS
                THAT the Landlord shall endeavour to give to the Tenant as much
                advance notice as is reasonably practicable of the amount of the
                sums due pursuant to the Estate Agreement payable by the Tenant
                after the Landlord has been notified thereof

4.23    VAT

        To pay in addition to the rents and other sums due under this Underlease
        all proper Value Added Tax (or any tax of a similar nature which may be
        substituted for or levied in addition to it) which is now or may become
        lawfully payable on the supply by the Landlord to the Tenant under this
        Underlease of the interest created by it and of any other supplies
        whether of goods or services on the basis that the rents and other sums
        are the value of the said supplies and that they with the addition of
        Value Added Tax are the consideration for the purposes of Section 19(2)
        Value Added Tax 1994 PROVIDED ALWAYS THAT the Landlord shall first
        deliver a VAT invoice (if legally possible)

4.24    REGULATIONS

        4.24.1  To comply with all reasonable regulations and directions as the
                Landlord may from time to time make or give or be or become
                subjected to for the orderly convenient and proper management of
                the Park or any part or parts thereof

        4.24.2  To enter into any agreements made pursuant to section 106 of the
                Local Government (Miscellaneous Provisions) Act 1990 and/or any
                section having a similar purpose and effect of any other Act of
                Parliament or subordinate legislation made thereunder which may
                be required by any planning or public authority in consideration
                of the grant of planning permission for any part of

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                the Park if in all the circumstances it would be reasonable to
                do so and subject to the Landlord indemnifying the Tenant
                against any costs or other liability incurred in connection
                therewith

4.25    HEAD LEASE

        Not to do or permit to be done in relation to the Demised Premises any
        act or thing which would or might cause the Landlord to be in breach of
        the Head Lease or which if done or permitted to be done by the Landlord
        would or might constitute a breach of the covenants on the part of the
        lessee and the conditions contained in the Head Lease

5.      LANDLORD'S COVENANTS

        The Landlord HEREBY COVENANTS with the Tenant as follows:

5.1     QUIET ENJOYMENT

        The Tenant paying the rents and other monies hereby reserved and made
        payable and performing and observing the covenants conditions and
        agreements on the part of the Tenant herein contained may peaceably hold
        and enjoy the Demised Premises for the Term without any interruption by
        the Landlord or any person lawfully claiming under or in trust for the
        Landlord

5.2     INSURANCE

        Unless any insurance shall be invalidated by act or default of the
        Tenant the Landlord will insure or cause to be insured in the London
        insurance market or with such other insurers as the Landlord shall in
        its reasonable discretion determine the Demised Premises against the
        Insured Risks (to the extent that such insurance may ordinarily be
        arranged for properties such as the Demised Premises with an insurer of
        repute and subject to such limitations and exclusions as shall be
        imposed by the insurers) in a sum equal to the cost of completely
        rebuilding reinstating and replacing the same (taking into account
        estimated increases in building costs) together with the cost of
        demolition shoring hoarding and removal of debris and a proper provision
        for professional fees in respect of rebuilding and reinstating together
        with any Value Added Tax payable in respect of such rebuilding and
        reinstating and against the loss for a minimum of three and a maximum of
        five years of the rents hereby reserved (including proper allowances for
        increases in rent pursuant to the provisions for rent review herein
        contained) AND if so requested by the Tenant will produce to the Tenant
        from time to time the policy of insurance or a certified copy of the
        relevant provisions thereof and the current premium receipt or other
        satisfactory evidence of payment and the Landlord shall provide for the
        interest of the Tenant to be noted on the policy and use its reasonable
        endeavours to procure that the insurers confirm in writing that they
        waive any rights of subrogation that they have against the Tenant AND
        FURTHER in case of damage or destruction covered by such insurance the
        Landlord (unless it is unlawful so to do) expend all moneys received by
        it (other than in respect of rent) under any such insurance as aforesaid
        in or towards reinstating such damage or destruction so far as
        practicable but if reinstatement as aforesaid shall not be permitted
        (the Landlord having used all reasonable endeavours to obtain planning
        permission and all other relevant consents in order for the
        reinstatement to be permitted) or shall be frustrated the insurance
        monies shall belong to the Landlord and this Underlease shall forthwith
        determine

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5.3     SERVICES

        To provide or carry out or procure the provision or carrying out of the
        services referred to in the Estate Agreement subject to the Tenant duly
        paying its contribution of the costs associated with the provision of
        such services PROVIDED THAT until the completion of the development of
        the Park the obligations of the Landlord and the rights of the Tenant
        shall be qualified to such extent as is necessary to reflect the fact
        that such development is in the course of being carried out

5.4     HEAD LEASE

        5.4.1   To pay the rents reserved by the Head Lease and to perform so
                far as the Tenant is not liable for such performance under the
                terms of this Underlease the covenants and conditions on the
                part of the lessee contained in the Head Lease and to indemnify
                and to keep indemnified the Tenant against all actions claims
                proceedings costs expenses and demands in any way relating to
                the Head Lease

        5.4.2   On the request and at the expense of the Tenant to take all
                reasonable steps to enforce the covenants on the part of the
                Superior Landlord contained in the Head Lease

        5.4.3   To take all reasonable steps at the Tenant's expense to obtain
                the consent of the Superior Landlord wherever the Tenant makes
                application for any consent required under this Underlease where
                the consent of both the Landlord and the Superior Landlord is
                needed by virtue of this Underlease and the Head Lease

5.5     ESTATE AGREEMENT AND MANAGEMENT COMPANY

        5.5.1   Throughout the Term to use reasonable endeavours to procure that
                RKL uses its reasonable endeavours to procure the performance by
                the Management Company of its covenants under the Estate
                Agreement PROVIDED THAT the obligations on the Landlord
                contained in this clause 5.5.1 shall cease to have effect once
                the majority of the shares in the Management Company and the
                majority of the voting rights therein have been transferred to
                tenants or purchasers of land at Kings Hill

        5.5.2   Throughout the Term to use reasonable endeavours to procure that
                RKL observes and performs the covenants and conditions on its
                part contained in the Estate Agreement and in particular
                contributes the respective proportions of the Estate Expenditure
                which relates to those parts of the relevant Accounting Phase
                intended for letting which remain from time to time unlet or in
                respect of which no tenant's payment has been made

6.      MANAGEMENT COMPANY'S COVENANTS

        The Management Company covenants with the Tenant that:-

6.1     subject to the payment by the Tenant of the rents hereinbefore reserved
        henceforth it will comply with its covenants in the Estate Agreement
        relating to the provision of the Estate Services

                                                                              21
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6.2     it will use all reasonable endeavours to procure the performance by RKL
        of the covenants and conditions on its behalf contained in the Estate
        Agreement and will require RKL to contribute the respective proportions
        of the Estate Expenditure which relate to those parts of the relevant
        Accounting Phase which remain from time to time unlet or in respect of
        which no tenants payment has been made

7.      PROVISOS

        PROVIDED ALWAYS and it is hereby agreed and declared as follows:

7.1     PROVISO FOR RE-ENTRY

        If the whole or any part of the rents hereby reserved shall be unpaid
        for 14 days after becoming payable whether formally demanded or not or
        if there shall be any material breach of any of the Tenant's covenants
        or if any Tenant being a corporation shall enter into liquidation
        whether compulsory or voluntary (except a voluntary liquidation for the
        purpose of and followed by amalgamation or reconstruction on terms
        approved by the Landlord) or if unlimited shall apply to become limited
        or being an individual shall commit an act of bankruptcy or become
        subject to the laws of insolvency or if any Tenant enters into a
        composition with his or its creditors or suffers distress or execution
        to be levied on his or its goods then it shall be lawful for the
        Landlord or any person or persons authorised by it in that behalf at any
        time thereafter to re-enter upon the Demised Premises or any part
        thereof in the name of the whole and thereupon this demise shall
        absolutely determine but without prejudice to any right of action or
        remedy of the Landlord in respect of any breach of covenant by the
        Tenant

7.2     EXCLUSION OF USE WARRANTY

        Nothing in this Underlease or in any consent granted by the Landlord
        under this Underlease shall imply or warrant that the Demised Premises
        may be used for any purpose whatsoever under the Planning Acts now or
        from time to time in force

7.3     SERVICE OF NOTICE

        Any notice shall be properly served if it complies with the provisions
        of Section 196 of the Law of Property Act 1925 as amended by the
        Recorded Delivery Service Act 1962 or Section 23 of the Landlord and
        Tenant Act 1927

7.4     DEVELOPMENT OF NEIGHBOURING PREMISES

        The Landlord shall be entitled to carry out or permit the development of
        any adjoining or neighbouring premises which may include building on or
        into any boundary of the Demised Premises or re-routing any services and
        Conduits in or serving the Building or the Demised Premises or
        permitting the owners and occupiers of adjoining or neighbouring
        premises to gain access thereto and egress therefrom via the Curtilage
        or any part thereof without payment of compensation to the Tenant for
        any damage or otherwise subject to the Landlord and others so authorised
        exercising such right in a reasonable manner causing as little damage or
        inconvenience as practicable and making good any physical damage caused
        to the Building or the Demised Premises to the reasonable satisfaction
        of the Tenant as soon as reasonably practicable

                                                                              22
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7.5     ABATEMENT OF RENT

        If the Building or any part thereof or any means of access thereto shall
        be destroyed or damaged by any of the Insured Risks so as to render the
        Building unfit for occupation or use then (unless the insurance of the
        Demised Premises effected by the Landlord hereunder shall have been
        vitiated by the act neglect fault or omission of the Tenant) the rent
        hereby reserved or a fair and just proportion thereof according to the
        nature and extent of the damage sustained (the amount of such proportion
        if it cannot be agreed to be determined by a single arbitrator to be
        appointed on the application of either party by the President for the
        time being (or other next senior officer available) of the Royal
        Institution of Chartered Surveyors whose decision shall be final and
        binding) shall be suspended and cease to be payable until the Building
        or the damaged portion thereof shall have been reinstated or made fit
        for occupation

7.6     DAMAGE FROM SERVICES

        The Landlord shall not be liable to the Tenant or any other person
        claiming through the Tenant for any accident loss or damage which may be
        caused by reason of any breakdown stoppage leakage or defect of or in
        any Apparatus and if any service shall be rendered to or for the Tenant
        at the Tenant's request by any servant or agent of the Landlord the same
        shall be deemed to have been rendered by that person as servant of the
        Tenant

7.7     LANDLORD'S LIABILITY

        In any case where the facts are or should reasonably be known to the
        Tenant and could not reasonably have been known to the Landlord without
        the Tenant's notification the Landlord shall not be liable to the Tenant
        in respect of any failure of the Landlord to perform any of its
        obligations to the Tenant hereunder whether express or implied unless
        and until the Tenant has notified the Landlord of the facts giving rise
        to the failure and the Landlord has failed within a reasonable time to
        remedy the same

7.8     TENANT'S EFFECTS

        The Tenant hereby irrevocably appoints the Landlord to be its agent to
        store or dispose of any effects left by the Tenant on the Demised
        Premises for more than seven days after the termination of this
        Underlease by effluxion of time or otherwise on any terms that the
        Landlord thinks fit and without the Landlord being liable to the Tenant
        save to account for the net proceeds of sale less the cost of storage
        (if any) and any other expenses reasonably incurred by the Landlord

7.9     LANDLORD AND TENANT ACT EXCLUSION

        Having been authorised to do so by an Order of the Mayor's and City of
        London Court (No. MY090351) made on 22nd December 2000 under
        Section 38(4)(a) Landlord and Tenant Act 1954 the parties agree that
        the provisions of Sections 24 to 28 of that Act shall be excluded in
        relation to this Underlease

7.10    CONFIDENTIALITY

        The Landlord its servants agents employees and invitees shall use all
        reasonable endeavours to observe any reasonable requirements or
        procedures prescribed by the

                                                                              23
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        Tenant from time to time to maintain the confidentiality of any
        information or processes carried on by the Tenant at the Demised
        Premises

7.11    OVERRIDING LEASE

        If, during the Term, the Landlord grants a tenancy of the reversion
        immediately expectant on the determination of this lease, whether
        pursuant to section 19 Landlord and Tenant (Covenants) Act 1995 or
        otherwise, any obligation of the Tenant to obtain the consent of the
        Landlord under this lease to any dealing shall be deemed to include a
        further obligation also to obtain the consent of the lessor under such
        tenancy to such a dealing

7.12    APPLICATION OF LANDLORD AND TENANT (COVENANTS) ACT 1995

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

7.13    EXCLUSION OF THIRD PARTY RIGHTS

        Each party confirms that no term of this lease is enforceable under the
        Contracts (Rights of Third Parties) Act 1999 by a person who is not a
        party to this lease

7.14    STAMP DUTY CERTIFICATE

        There is no agreement for lease to which this Underlease gives effect.

8.      TENANT RIGHT TO BREAK AT YEAR FIVE

        If the Tenant shall desire to determine the Term with effect from 24th
        June 2006 (the "BREAK DATE") and shall give to the Landlord not less
        than twelve months' prior written notice of such its desire and shall at
        the Break Date have paid the rents and substantially observed and
        performed the covenants on its part hereinbefore reserved and contained
        (provided that minor breaches or breaches which been remedied shall be
        ignored) then at the Break Date and subject to the Tenant paying to the
        Landlord on or before the Break Date a sum equivalent to twelve months'
        of the rent first reserved by this Underlease payable in the year
        immediately preceding the Break Date (together with any Value Added Tax
        which may properly be chargeable on such sum) and giving full vacant
        possession of the Demised Premises then everything herein shall cease
        and be void as of the Break Date but without prejudice to the rights and
        remedies of either party against the other in respect of any antecedent
        claim or breach of covenant

9.      JURISDICTION

9.1     This Underlease shall be governed by and construed in all respects in
        accordance with the law of England

9.2     The Landlord hereby submits to the non-exclusive jurisdiction of the
        High Court of Justice of England in relation to any claim dispute or
        difference which may arise hereunder and in relation to the enforcement
        of any judgment rendered pursuant to any such claim dispute or
        difference

IN WITNESS whereof these presents have been duly executed as a deed by the
parties hereto the day and year first before written

                                                                              24
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                                  THE SCHEDULE

                                     PART 1

                               (DEMISED PREMISES)

ALL THAT land together with all buildings and structures constructed which is
presently known as 50 Gibson Drive and adjoining land Kings Hill Business Park
West Malling Kent shown for the purpose of identification edged blue on the Site
Plan including all landlord's fixtures and fittings thereon or therein and all
Apparatus and all and any alterations additions or improvements therein thereon
or thereunder from time to time forming part thereof but excluding tenant's
fixtures and fittings the Landlord's title to which is registered at H.M. Land
Registry under title number K700774

                                     PART 2

                                (RIGHTS GRANTED)

1.      The right of way with or without vehicles and on foot from the public
        highway at the boundary of the Park over such roadways (and in the case
        of pedestrian usage such footways) as are from time to time laid out and
        made available for the purposes of access to the Demised Premises (the
        Landlord confirming that they shall subject to force majeure remain open
        by one means or another to provide sufficient access from the public
        highway to and from the Demised Premises) the Tenant confirming that the
        Landlord shall in the course of the development of the Park or at
        anytime thereafter have the right to revise suspend and realign
        vehicular and pedestrian means of access connecting the public highway
        to the Demised Premises provided that the access provided shall not be
        substantially less convenient than the original access

2.      The right for all purposes in connection with the lawful use and
        enjoyment of the Demised Premises to use the Park including (but without
        prejudice to the generality of the foregoing) the right to use the
        Conduits within the Park the Tenant confirming that the Landlord shall
        in the course of the development of the Park have the right to revise
        suspend re-route and remove any of the Conduits (provided that the
        altered conduits shall not be materially less convenient than the
        original conduits) and the right temporarily to place ladders
        scaffolding and the like adjacent to the external walls and fences of
        the Demised Premises (if any) for the purpose of fulfilling the Tenant's
        obligations herein as to repair maintenance and decoration (as
        appropriate) the Tenant making good any damage to the Park including all
        landscaping thereon or therein in the exercise of this right

PROVIDED ALWAYS THAT the rights hereby granted are exercisable in common with
the Landlord and those authorised by the Landlord and others entitled thereto

                                     PART 3

                          (EXCEPTIONS AND RESERVATIONS)

The following are excepted and reserved in favour of the Landlord and those
authorised by the Landlord:

                                                                              25
<Page>

1.      The right to the passage of water soil gas electricity
        telecommunications and other services via the appropriate Conduits which
        may now or at any time hereafter during the Term be laid in on over or
        under the Building and/or the Demised Premises

2.      The right to deal with or develop any adjoining land or premises in such
        manner as the Landlord may think fit and notwithstanding that the access
        of light and air or either of them to the Demised Premises may be
        affected without making any compensation to the Tenant

3.      The right to lay relay remove disconnect or connect to any new or
        existing Conduit within the Demised Premises the person exercising such
        right causing as little inconvenience as possible to the Tenant and
        making good any physical damage to the Demised Premises caused by such
        exercise as soon as reasonably possible and to the Tenant's reasonable
        satisfaction

4.      The right of entry upon the Building and the Demised Premises in
        exercise of the powers of the Landlord under this Underlease (where such
        powers cannot be exercised without such access) upon reasonable notice
        and causing as little damage or inconvenience as possible and making
        good any physical damage to the Demised Premises thereby occasioned as
        soon as reasonably possible and to the Tenant's reasonable satisfaction

5.      The right to place ladders scaffolding and the like on the Demised
        Premises and adjacent to the external walls and fence of the Demised
        Premises (if any) for any purposes connected with this Underlease or the
        Head Lease the Landlord making good any damage to the Demised Premises
        in the exercise of this right

                                     PART 4

                 (MATTERS SUBJECT TO WHICH THE LEASE IS GRANTED)

1.      Matters affecting the Demised Premises contained or referred to in
        registered title number K700774

2.      All subsisting rights easements and privileges belonging to or used or
        enjoyed by any adjoining or neighbouring premises whether or not
        belonging to the Landlord in over under or in respect of the Demised
        Premises or the Park or any part thereof

3.      The Section 52 Agreement relating to the Park dated 12th June 1990

4.      The Head Lease

5.      The Estate Agreement

6.      The Planning Permission dated 27th September 1990 granted by Tonbridge
        and Malling Borough Council relating to works carried out to the
        Building

                                     PART 5

                (PROVISIONS FOR REVIEW OF FIRSTLY RESERVED RENT)

1.      In this part of this Schedule save where the context otherwise requires:

                                                                              26
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[GRAPHIC]

<Page>

[GRAPHIC]

<Page>

1.1     "Review Rent" means whichever is on the Relevant Review Date the higher
        of the open market rental value for which the Demised Premises might be
        expected to be let either as a whole by one lease or (if the rental
        value would be higher) in the Permitted Parts by two leases granted on
        the terms set out in clause 4.10.7 in each case with vacant possession
        on the Rent Review Date in the open market by a willing lessor to a
        willing lessee without fine or premium for a term equal to the residue
        of the Term computed from the Rent Review Date and otherwise upon the
        terms and conditions (save as to the amount of rent payable (but
        including the provisions for the review of the rent first hereby
        reserved) and to the extent the terms and conditions are not
        inconsistent with the matters hereinafter assumed) contained in this
        Underlease and on the assumptions (if not the fact) that:

        1.1.1   the covenants and obligations in this Underlease on the part of
                the Landlord and the Tenant have been fully complied with

        1.1.2   the user permitted by this Underlease and the Demised Premises
                comply with the Planning Acts free from any onerous condition
                restriction and limitation or any of them

        1.1.3   the Demised Premises are fit for immediate occupation and use
                and are fitted out and equipped as described in the Landlord's
                Specification and that any rent free period or any period of
                rent abatement for fitting out purposes has expired

        1.1.4   no work has been carried out thereon which has diminished the
                rental value of the Demised Premises

        1.1.5   in case the Demised Premises or any part thereof have been
                destroyed or damaged they have been fully restored

        and disregarding any effect on rent of

        (i)     the fact that the Tenant its subtenants or any predecessors in
                title to their respective businesses have been in occupation of
                the Demised Premises

        (ii)    any goodwill attached to the Demised Premises or any part
                thereof by reason of the carrying on thereat of the business of
                the Tenant its subtenants or any predecessors in title to their
                respective businesses

        (iii)   any works carried out to the Demised Premises by the Tenant or a
                permitted undertenant at its or their own expense (including
                those carried out prior to the date of this Underlease) in
                pursuance of a licence granted by the Landlord and otherwise
                than in pursuance of an obligation to the Landlord

        (iv)    damage by any of the Insured Risks

1.2     "Current Rent" means the amount of the yearly rent first reserved
        hereunder payable immediately before the Rent Review Date

1.3     "Interim Rent" means a yearly sum and proportionately for any part of a
        year equivalent to the aggregate of the following amounts;

        1.3.1   an amount equivalent to seventy-five per centum of the sum (if
                any) by which the Landlord's initial opinion (as notified in
                writing at any time by the

                                                                              27
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                Landlord to the Tenant for the purposes of this clause) of the
                Review Rent at the Rent Review Date exceeds the Current Rent;
                and

        1.3.2   an amount equivalent to the Current Rent

1.4     "Review Surveyor" means an independent chartered surveyor having not
        less than ten years practice in the locality of the Demised Premises
        next before the date of his appointment and recent substantial
        experience in the letting and valuation of premises of a similar
        character and quality to those of the Demised Premises and who is a
        partner or director in a leading firm or company of surveyors having
        specialist market and valuation knowledge of such premises

1.5     "President" means the President for the time being of the Royal
        Institution of Chartered Surveyors the appointed deputy of the President
        or any person authorised by the President to make appointments on his
        behalf

2.      The yearly rent reserved and payable hereunder for each year of the Term
        from the Rent Commencement Date until the Rent Review Date shall be the
        Initial Rent

3.      The yearly rent reserved and payable hereunder from the Rent Review Date
        until the expiry of the Term shall be the greater of:

        (a)     the Current Rent; and

        (b)     the Review Rent

4.      If the Landlord and the Tenant shall have failed to agree the Review
        Rent by the date being three months before the Rent Review Date the
        Review Rent shall be assessed in manner following:

4.1     the Review Surveyor shall (in the case of agreement between the Landlord
        and the Tenant as to his appointment) be forthwith appointed by the
        Landlord and the Tenant to assess the Review Rent or (in the case of any
        failure so to agree at any time) be nominated to assess the Review Rent
        by or on behalf of the President on the application of either the
        Landlord or the Tenant

4.2     the Review Surveyor shall at the election of the Landlord act either as
        an arbitrator or an expert provided that if the Landlord shall refuse to
        make the election as to whether the Review Surveyor should act as an
        arbitrator or an expert having received a written request from the
        Tenant so to do and if the Tenant shall thereafter apply to the
        President for the appointment of the Review Surveyor the Review Surveyor
        shall act as an arbitrator

4.3     in the case of an arbitration by the Review Surveyor the arbitration
        shall be conducted in accordance with the Arbitration Act 1996 except
        that if the Review Surveyor shall die or decline to act the President
        may on the application of either party discharge the Review Surveyor and
        appoint another in his place

4.4     in the case of a determination by the Review Surveyor acting as an
        expert:

        4.4.1   the fees and expenses of the Review Surveyor including the cost
                of his appointment shall be borne equally by the parties who
                shall otherwise each bear their own costs

                                                                              28
<Page>

        4.4.2   the Review Surveyor will afford each of the parties an
                opportunity to make written representations to him but will not
                be in any way limited or fettered by such representations and
                will be entitled to rely on his own judgment and opinion

        4.4.3   if the Review Surveyor dies or refuses to act or becomes
                incapable of acting or if he fails to publish his determination
                within three months of the date upon which he accepted the
                appointment either party may apply to the President to discharge
                the Review Surveyor and appoint another in his place

5.      If the Review Rent shall not have been agreed or assessed on or before
        the Rent Review Date the Tenant shall:

5.1     continue to pay the Current Rent until such time (if any) as the Tenant
        becomes liable by virtue of sub-paragraph 5.2 of this paragraph to pay
        the Interim Rent

5.2     (if the Landlord shall at any time have notified the Tenant of the
        Landlord's estimate of the Review Rent at the Rent Review Date) pay the
        Interim Rent by equal quarterly instalments at the times and in the
        manner required by clause 3.2.1 the first payment or a proportionate
        part thereof (being apportioned in the manner required by clause 3.2.1
        from the later of the Rent Review Date and the date of notification of
        the estimate and taking into account any sums paid by the Tenant in
        respect of the Current Rent aforesaid for the apportioned period) to be
        made on whichever is the later of the Rent Review Date and the seventh
        day next after the date of notification of the estimate

5.3     pay the Landlord within seven days after the agreement or assessment of
        the Review Rent:

        5.3.1   a sum equal to the amount (if any) by which the aggregate of the
                equal quarterly instalments of the Review Rent which would have
                been payable in respect of the period commencing as from the
                Rent Review Date and ending immediately before the quarter day
                next following the date of agreement or assessment had the
                Review Rent been agreed or assessed at the commencement of that
                period exceeds the payments made by the Tenant under paragraphs
                5.1 and 5.2 in respect of the same period; and

        5.3.2   a sum equal to the interest hereinafter mentioned derived by
                dividing the sum payable under section 5.3.1 of this
                sub-paragraph by the number of usual quarter days occurring in
                the period therein mentioned and by assuming that such divided
                amounts were severally payable on the successive quarter days
                aforesaid and by aggregating the interest on each such amount
                from the quarter day on which it was notionally payable until
                the date on which the sum payable under section 5.3.1 of this
                sub-paragraph is paid at the yearly rate equivalent to two
                percentile points below the Stipulated Rate calculated on a
                monthly basis

6.      If the Review Rent is agreed or assessed at an amount less than the
        Interim Rent the Landlord shall pay the Tenant within seven days after
        the Review Rent has been ascertained a sum equal to the amount (if any)
        by which the payments made by the Tenant under paragraphs 5.1 and 5.2 in
        respect of the period commencing as from the Rent Review Date and ending
        immediately before the quarter day next following the

                                                                              29
<Page>

        date of agreement or assessment exceeds the aggregate of the equal
        quarterly instalments of the Review Rent which would have been payable
        in respect of the same period had the Review Rent been agreed or
        assessed at the commencement thereof PROVIDED ALWAYS THAT if any sums
        due to the Tenant under this paragraph shall not have been paid by the
        Landlord to the Tenant by the quarter day next following the said date
        of agreement or assessment the Tenant shall be allowed to deduct the
        amount so owing from the quarterly payment then due PROVIDED FURTHER
        THAT if the said quarterly payment is less than the amount the Tenant is
        entitled to deduct the Tenant shall be entitled to deduct the amount of
        the deficit from the next quarterly payment

7.

7.1     If at the Rent Review Date there shall be in force a statute which shall
        prevent restrict or modify the Landlord's right to review the rent in
        accordance with this Underlease and/or to recover any increase in rent
        the Landlord shall when such restriction or modification is removed
        relaxed or modified be entitled (but without prejudice to its rights (if
        any) to recover any rent the payment of which has only been deferred by
        law) on giving not less than one month's nor more than three months'
        notice in writing to the Tenant at any time within six months (time
        being of the essence of the contract) of the restriction or modification
        being removed relaxed or modified to invoke the provisions of paragraph
        7.2

7.2     Upon the service of a notice pursuant to paragraph 7.1 the Landlord
        shall be entitled:

        7.2.1   to proceed with any review of the rent which may have been
                prevented or further to review the rent in respect of any review
                where the Landlord's right was restricted or modified and the
                date of expiry of such notice shall be deemed for the purposes
                of this Underlease to be a Rent Review Date

        7.2.2   to recover any increase in rent with effect from the earliest
                date permitted by law

8.      Whenever the Review Rent shall have been ascertained in accordance with
        the foregoing provisions memoranda to that effect shall be signed by or
        on behalf of the parties and annexed to this Underlease and its
        counterpart and the parties shall bear their own costs in this respect
        and the memoranda shall be in the following form:

                                  "MEMORANDUM"

(supplemental to a Lease made the      day of       between (1)     and (2)
relating to      Pursuant to and in accordance  with the provisions of Part 5 of
the Schedule of the within-written lease the Landlord [now       ] and the
Tenant [now      ] have agreed that from and including      the reviewed yearly
rent payable under the within-written lease is (       pounds)"

                                     PART 6

(DESCRIPTION AND LOCATION OF CRACK WHICH THE TENANT IS NOT OBLIGED TO MAKE GOOD)

A crack to the brickwork of the north and south elevation showing internally at
ground and first floor levels adjacent to the fifth crossbeam from the west
elevation. This crack extends

                                                                              30
<Page>

across the width of the building at first floor ceiling level and the external
brickwork to the south elevation has been repaired between the third and fourth
windows from the west end projection

THE COMMON SEAL of                      )
GENZYME LIMITED was hereunto            )
affixed in the presence of:             )


                                 Director            /s/ illegible
                                                     -------------------------

                                 Director/Secretary  /s/ illegible
                                                     -------------------------

                                                                              31

<Page>

across the width of the building at first floor ceiling level and the external
brickwork to the south elevation has been repaired between the third and fourth
windows from the west end projection

SIGNED as a DEED by LIBERTY             )
PROPERTY LIMITED PARTNERSHIP            )
acting by                               )


                                 Senior Vice President /s/ illegible
                                                       ------------------------


                                 Director/Secretary


THE COMMON SEAL of                      )
KINGS HILL ESTATE MANAGEMENT            )
COMPANY LIMITED was hereunto            )
affixed in the presence of:             )

                                 Director                             [SEAL]


                                 [ILLEGIBLE]
                                 Secretary           /s/ illegible
                                                     -------------------------


                                                                              31


<Page>

COMPREHENSIVE REFURBISHMENT
BLOCK 13, KINGS HILL BUSINESS PARK                                     GB-0SL/1
WEST MALLING, KENT

OUTLINE SPECIFICATION

The property to be refurbished is the former staff mess and entertainment centre
which occupies a prime focal position on the Airfield.

1.0     GENERALLY

A       The building, which was built sometime after the second world war to
        high original specification, will be fully refurbished to present day
        standards. It will be set in substantial landscaping and be capable of
        providing parking to the high Rouse standards.

B       The building is surrounded by a large area of landscaped space with new
        pathways linking car park, building and roadways. Whilst established
        mature trees and shrubs will be retained, they will be augmented by
        new planting to add colour and attention. In due course the existing
        roadways serving this part of Kings Hill will be re-surfaced but the
        associated footpaths will be relaid as part of this refurbishment
        programme. Rouse have a policy of maintaining the landscaping
        throughout the business park. This will include the planting and ground
        areas within the leased area - this ensuring a permanent quality
        setting.

C       The basic shell requirement sets out the developers work to achieve the
        level of specification that would normally be expected in a speculative
        development.

2.0     BUILDING SHELL REFURBISHMENT

2.1     DEMOLITION AND STRIPPING OUT

A       The redundant rear section of the building is to be demolished.

B       The existing plant room structure at roof level is to be removed.

C       All floor, wall and ceiling finishes, existing plant and services will
        be completely stripped out.

2.2     SUBSTRUCTURE

A       The existing substructure is considered sound. Minor brickwork cracks
        will be stitched and plastered over internally. The ground floor slab is
        to be cleaned and repaired as necessary.

2.3     EXTERNAL WALLS

A       The rear elevation is to be made good and matched in with existing.
        External walls will be thoroughly cleaned with local repainting as
        required. The external concrete sills and projection will be
        repaired.

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COMPREHENSIVE REFURBISHMENT
BLOCK 13, KINGS HILL BUSINESS PARK                                     GB-0SL/2
WEST MALLING, KENT

2.4     EXTERNAL WINDOWS AND DOORS

A       All external windows will be replaced with double glazed units
        manufactured from synthapulvin coated aluminium frames and double
        glazing. Additional windows set in new openings will be manufactured to
        the same specification. All windows will be opening to allow natural
        ventilation.

B       The main Personnel entrance doors will also be manufactured from
        synthapulvin coated aluminium but will be single glazed with toughened
        glass. A new external entrance canopy feature will draw attention
        to the main entrance.

2.4     ROOFING

A       The existing flat roof will be covered over with a 30 degree pitched
        roof constructed in timber.

B       Fire protection within the roof space will be achieved with wired, fire
        barrier mats at 20 m centres if required under the Building
        Regulations.

C       The roof covering will be rolled concrete pan tiles. Hips and ridges
        will be finished in matching material.

D       Provision is also made to house plant/equipment dedicated to the
        building's services at roof level.

E       New gutter linings will be installed, discharged into new downpipes.

F       A new soffit and fascia will be introduced to enhance the
        eaves overhang and emphasize the new proportions.

2.6     UPPER FLOOR

A       The existing upper floor slab will be cleaned and repaired as necessary
        to receive carpet coverings.

2.7     STAIRS

A       Staircases will be cleaned and repaired as necessary with new non-slip
        surface coating being applied. Balustrades and hand rails will be
        refurbished.

2.8     FINISHES

A       External concrete/plaster ceilings will be thoroughly cleaned and sealed
        prior to the installation of an 'exposed grid' tegular tile
        suspended ceiling system to both floors.

B       Faces of internal walls, existing and new, will be plastered and
        prepared for emulsion paint finish. Toilet walls will be finished to
        full height with ceramic wall tiles or an equal surface treatment.

C       Reception walls to be finished with emulsion. The reception floor and
        ceiling will be finished with an enhanced carpet and ceiling to that
        within the office areas.

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COMPREHENSIVE REFURBISHMENT
BLOCK 13, KINGS HILL BUSINESS PARK                                     GB-0SL/3
WEST MALLING, KENT

2.9     FITTINGS

A       One disabled WC and hand basin will be provided to the ground floor. The
        main toilet facilities are located on the first floor. Two female WC's,
        two male WC's and two urinals. Male and female toilets will have twin
        bowl double vanity units with full width plate glass mirrors above.

2.10    INTERNAL WALLS

A       Partition walls are to be constructed from [ILLEGIBLE] type dry
        partitions incorporating metal stud with plasterboard skin and infilled
        with insulation.

2.11    INTERNAL DOORS

A       Internal doors to be Ash veneered with glazed openings as required and
        uprated to fire check where specified.

B       Door frames will be softwood to receive either stain or paint finish,
        matching adjacent glass panel frames.

C       Priority brand steel cored PVC door furniture and ironmongary will be
        used throughout.

3.0     MECHANICAL SERVICES

A       The mechanical services installation will originate from a single boiler
        house with low temperature hot water mains extended to the office Areas
        within the suspended ceiling void.

B       Natural gas boilers will be designed and each sized to manage
        approximately sixty percent of full load.

C       Control of the boilers will be fully automatic and incorporate standard
        frost control and safety devices.

D       The existing cold water storage tank will be removed and distribution
        pipework extended throughout the suspended ceiling void for connection
        into the Toilet Areas.

E       Hot water services will extend from a central source within the main
        boiler house with pipework distribution incorporating fully
        recirculating mains extending through the suspended ceiling void.

F       A new plant room will be constructed at ground or roof level to
        accommodate the boiler, and hot water storage.

G       Heating distribution within the building will involve the use of high
        heat output radiators connected to compensated circuits which will
        adjust the flow temperature in relation to outside conditions.

H       Mechanical ventilation will be provided to the male and female toilet
        installation.

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COMPREHENSIVE REFURBISHMENT
BLOCK 13, KINGS HILL BUSINESS PARK                                     GB-0SL/4
WEST MALLING, KENT

4.0     ELECTRICAL SERVICES

A       Basic services provided within the shell include mains
        distribution, fire alarm system, power and lighting to toilet areas, and
        external lighting.

B       The fire alarm system will comprise a four zone control panel,
        positioned within the Reception area, with break glass contacts and fire
        alarm sounders positioned appropriately throughout the building.

C       Lighting within the toilet areas and plant room will consist of recessed
        downlights using low energy compact flourescent lamps.

D       External lighting will comprise luminaires positioned on columns to
        serve the car parking and will be operated by means of a photocall and
        timeswitch control.

5.0     EXTERNAL WORKS

A       Provision has been made for British Telecom and/or Mercury
        Communications, water, gas and electricity boards connections to the
        building.

B       Foul and surface water drainage to connect into the existing site
        drainage facilities. Petrol interception will be introduced into the
        vehicle parking drainage if required under the Local Authority.

C       Space for a total of seventy five cars will be allocated to the rear of
        the building. Paving for fifty cars will be laid for immediate tenant
        use. Surface finish to roadways and car parks will be block paviors.
        Delineation of parking space will be with contrasting block paviors.

D       Pedestrian/paved areas to be completed with block paviors.

E       Soft landscaping, tree and shrub planting will be introduced to
        complement the existing established external planting which will be
        selectively retained.

6.0     QUALIFICATIONS

A       The thermal insulation values will not be to the present standards. The
        thermal insulation values will be 1.19 W/M(TO THE POWER OF 2) DEG. C.

B       No provision is made for any specific tenants work which should be
        designed to fit in with the Developer's Works described above.