<PAGE>

                             DATED 18th OCTOBER 1995




                           ALLIED DUNBAR ASSURANCE PLC


                                      to


                         TONY STONE ASSOCIATES LIMITED





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

                                   L E A S E

                                      of

                           101 Bayham Street, Camden.
                                  London, NWI

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













                           FORSYTE SAUNDERS KERMAN
                           79 New Cavendish Street
                                  London
                                  WIM 8AQ

<PAGE>

                           PARTICULARS

<TABLE>

<S>  <C>                         <C>
-------------------------------------------------------------------------------

1    DATE OF THIS DEED           18th October 1995

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2    LEASE OR UNDERLEASE         LEASE

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3    LANDLORD                    ALLIED DUNBAR ASSURANCE PLC
                                 of Allied Dunbar Centre Swindon
                                 SN1 1EL

     Company Registration No.    865292

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4    TENANT                      TONY STONE ASSOCIATES LIMITED whose
                                 registered office is at Worldwide
                                 House 116 Bayham Street London NW1
                                 0BA

     Company Registration No.    948785

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5    SURETY (if any)             None

     Company Registration No.

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6    DEMISED PREMISES            The land and buildings known as
                                 Number 101 (formerly known as
                                 numbers 95-111) Bayham Street
                                 Camden as shown edged red on the
                                 annexed plan for identification
                                 only and including all such parts
                                 of the buildings as oversail any
                                 adjoining property but excluding
                                 the premises comprised in and
                                 demised by the Transformer Chamber
                                 Lease

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7    DATE OF COMMENCEMENT        18th October 1995
     OF TERM

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8    LENGTH OF TERM              15 years

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<PAGE>

9    EXPIRY DATE OF TERM         17th October 2010

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10   RENT(S)                     L292,400 per annum
     as they may be reviewed
     under the Third Schedule

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11   RENT COMMENCEMENT DATE      7th October 1996

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12   ANCILLARY RENT
     COMMENCEMENT DATE           18th October 1995

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13   RENT REVIEW DATE(S)         18th October 2000 and
                                 18th October 2005

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14   USER                        Offices (other than a betting shop)
                                 together with such ancillary use as
                                 may be required by the Tenant from
                                 time to time

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</TABLE>

<PAGE>
                                     INDEX

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
          CLAUSE                           SUBJECT
-------------------------------------------------------------------------------
     <S>                                   <C>
            1                              Definitions
-------------------------------------------------------------------------------
            2                              Interpretation Provisions
-------------------------------------------------------------------------------
            3                              Demise and Rent
-------------------------------------------------------------------------------
            4                              Insurance Provisions
-------------------------------------------------------------------------------
            5                              Tenant's Covenants
-------------------------------------------------------------------------------
            6                              Landlord's Covenants
-------------------------------------------------------------------------------
            7                              General Provisions
-------------------------------------------------------------------------------
     FIRST SCHEDULE                        Rights granted
-------------------------------------------------------------------------------
     SECOND SCHEDULE                       Rights excepted
-------------------------------------------------------------------------------
     THIRD SCHEDULE                        Rent Review
-------------------------------------------------------------------------------
     FOURTH SCHEDULE                       Form of Surety Covenant
-------------------------------------------------------------------------------
     FIFTH SCHEDULE                        Deeds to which Demise is subject
-------------------------------------------------------------------------------
     SIXTH SCHEDULE                        Memoranda of Rent Review Provisions
-------------------------------------------------------------------------------
</TABLE>

<PAGE>

THIS LEASE is made on the date stated in the Particulars


BETWEEN

(1)   the Landlord specified in the Particulars ("the Landlord")

(2)   the Tenant specified in the Particulars ("the Tenant") and

(3)   the Surety (if any) specified in the Particulars ("the
      Surety")


W I T N E S S E S:

1     DEFINITIONS

      IN this Lease the following expressions (where the context so admits)
      shall have the following meanings:


1.1   "Act"                   Shall mean every Act of Parliament (whether
                              specifically named herein or not) which may be
                              relevant to the Demised Premises its user or
                              anything on the Demised Premises the persons
                              employed or having recourse thereto whether or
                              not in force at the date hereof and shall include
                              any statutory re-enactment or modification thereof
                              and any order regulation directive by-law rule
                              consent or licence granted or required thereunder
                              or by any Public or local authority or by any
                              court of competent jurisdiction

1.2   "Conduit"               Any conducting medium or other thing within the
                              Demised Premises by means of which any facility
                              service or matter may pass

1.3   "the Demised Premises"  The whole and every part of the land described in
                              the Particulars together with everything for the
                              time being on the land and/or appurtenant to it
                              including the airspace above the land so described

1.4   "the Documents"         The Deeds to which the demise is subject details
                              of which are set out in the Fifth Schedule

<PAGE>

1.5   "the Insured Risks"     The risks insured against under Clause 4.1

1.6   "Landlord"              Shall include the person entitled for the time
                              being to the reversion to this Lease

1.7   "Interest"              Interest at the  rate of 4% per annum above Lloyds
                              Bank plc Base  Rate for the time being payable
                              from the date  of demand by the Landlord (or if
                              earlier the date at which monies shall have become
                              due or at which the Landlord shall have expended
                              monies in respect of which interest is required
                              under this Lease) until the date of payment to
                              the Landlord compounded with quarterly rests on
                              the usual quarter days

1.8   "the Particulars"       The details on the preceding pages headed
                             "Particulars"

1.9   "the Plan"              The plan or plans specified in the Particulars

1.10  "Requisite Notice"      A notice in writing to the Tenant seventy two
                              hours before any entry is made on the Demised
                              Premises Provided That in the case of an
                              emergency no notice shall be required

1.11  "Tenant"                Shall include the Tenant's successors in title
                              and if it is an individual his personal
                              representatives

1.12 "the Term"               The term mentioned in the Particulars which shall
                              include any extension or continuation whether by
                              statute or at common law

1.13 the "Termination Date"   The date of expiration or sooner determination of
                              the Term

1.14 "the Transformer         The Lease dated 18 March 1992 of the Ground Floor
     Chamber Lease"           Transformer Chamber

1.15 "VAT Act"                The Value Added Tax Act 1994 as amended from time
                              to time and any Act from time to time replacing
                              re-enacting or consolidating it

<PAGE>

1.16 "VAT"                    Value Added Tax or any similar tax from time to
                              time replacing it or performing a similar fiscal
                              function

1.17 "VAT Supply"             The meaning which "supply" has for the purpose of
                              the VAT Act

2    IN THIS LEASE:

2.1  The details and descriptions appearing in the Particulars shall be
     included and form part of the Lease

2.2  If there shall be more than one person included in the expression
     "Tenant" or "Surety" the covenants by them shall be joint and several

2.3  Where any act is prohibited the Tenant shall not allow or suffer such act
     to be done

2.4  Where the Landlord or any other person deriving authority under or through
     the Landlord exercises any rights to enter the Demised Premises under this
     Lease unless specifically provided herein to the contrary the person
     exercising such right shall cause the minimum amount of inconvenience or
     disturbance possible and will make good any damage caused to the Demised
     Premises to the reasonable satisfaction of The Tenant but neither such
     person nor the Landlord shall be liable for any other compensation save
     for any loss or damage occasioned by any negligent act

3    DEMISE

     THE Landlord DEMISES to the Tenant ALL THOSE the Demised Premises
     TOGETHER with so far as the Landlord has title to grant the same the
     easements and rights specified in the First Schedule EXCEPTING AND
     RESERVING to the Landlord the rights and easements specified in the
     Second Schedule TO HOLD The Demised Premises to the Tenant from and
     including the Date of Commencement of Term for the Term SUBJECT to all
     rights easements privileges restrictions and stipulations of whatever
     nature affecting the Demised Premises and FURTHER SUBJECT to the covenants
     and other matters referred to in the Documents and FURTHER SUBJECT to the
     rights granted by and the covenants contained in the Transformer Chamber
     Lease YIELDING AND PAYING

3.1  Yearly and proportionately for any fraction of a year from and including
     the Rent Commencement Date the rent specified in the Particulars and from
     and including each rent review date referred to in the Particulars such
     other rent as may become payable under the provisions of the Third
     Schedule in each case to be paid by equal quarterly payments in advance
     on the usual quarter days in every year the first such payment to be

<PAGE>

     made on the Rent Commencement Date and to be in respect of the period from
     and including the Rent Commencement Date to the next following quarter day

3.2  From and including the Ancillary Rent Commencement Date the insurance rent
     as determined pursuant to Clause 4 hereof

4    INSURANCE

     Subject to the Tenant paying the premium in accordance with the
     provisions of this clause the Landlord covenants to insure the Demised
     Premises (including tenant's and trade fixtures if the Landlord shall so
     determine) subject to such excesses exclusions or limitations as the
     Landlord or its Insurers may require in such reputable insurance office
     or with such underwriters and through such agency as the Landlord may
     from time to time decide in the full reinstatement value of the Demised
     Premises or such higher value as the Tenant may reasonably require
     including Architects' and Surveyors' and other professional fees and
     incidental expenses including if the Landlord in its discretion from
     time to time sees fit Value Added Tax on the rebuilding costs and such
     fees and expenses and Value Added Tax which would arise by virtue of any
     self supply charge against:

     4.1.1  Loss or damage by fire explosion earthquake storm tempest (including
            lightning) flood burst pipes impact and (in peacetime) aircraft
            and articles dropped therefrom riot civil commotion and malicious
            damage subsidence landslip and heave accidental damage and such
            other risks against which the Landlord may from time to time deem
            necessary to insure or which the Tenant may reasonably request in
            writing

     4.1.2  Public liability of the Landlord arising out of or in connection
            with any matter involving or relating to the Demised Premises

     4.1.3  The loss of rent payable under this Lease from time to time (having
            regard to any review of rent which may become due under this Lease)
            for four years

4.2  The Tenant shall pay to The Landlord within fourteen days of written demand
     the amount of the premium for insuring the Demised Premises against the
     Insured Risks from the Date of Commencement of Term as conclusively
     determined by the Landlord

4.3  The Landlord shall:

     4.3.1  At the reasonable request of the Tenant produce evidence of such
            insurance and of the payment of the last premium and a copy of the
            current policy and schedules thereto that relate to the Demised
            Premises.

<PAGE>

     4.3.2  Use reasonable endeavours to ensure that the premium for such
            insurance and any excesses related thereto are reasonable taken in
            the context of the insurance market as a whole and for insurance
            cover on fully corresponding terms.

     4.3.3  Procure that such insurance is on terms that there is a waiver of
            the insurer's rights of subrogation against the Tenant.

4.4  If all or any part of the Demised Premises is damaged by any of the Insured
     Risks and be unfit for occupation and use and the policy or policies of
     insurance shall not have been vitiated or payment refused in whole or in
     part as a result of some act or default of the Tenant then all or (as
     the case may be) a fair proportion of The rent shall be suspended until
     the Demised Premises shall be fit for occupation and use or if earlier
     until the monies received by the Landlord in respect of loss of rent
     insurance shall have been exhausted.  In calculating the fair proportion
     (if the Tenant has paid the rent due for the quarter then current)
     refund shall be made in respect of the proportion of rent from the date
     of damage or destruction until the next quarter day and any dispute
     regarding the cesser of rent shall be referred to a single arbitrator to
     be appointed in default of agreement upon the application of either
     party by the President for the time being of the Royal Institution of
     Chartered Surveyors under the Arbitration Acts 1950 and 1979

     4.5.1  If the Demised Premises are damaged by any of the Insured Risks then
            subject to Clause 4.5.3 below and subject to the Landlord being
            able to obtain all necessary consents which the Landlord
            covenants to use all reasonable endeavours to do the Landlord
            will lay out all applicable proceeds of such insurance in
            reinstating the Demised Premises and the Tenant will pay to the
            Landlord within fourteen days of written demand with Interest the
            amount equivalent to any excess which may be applicable to such
            insurance but only insofar as such excesses have been  previously
            notified to the Tenant

     4.5.2  If the payment of any insurance monies is lawfully refused as
            referred to in Clause 4.4 hereof the Tenant will pay to the Landlord
            on demand with Interest the amount so refused

     4.5.3  The Landlord shall not be obliged to comply with the obligations
            under Clause 4.5.1 hereof if payment of the insurance monies has
            been lawfully refused in whole or in part by reason of any act or
            default of the Tenant or anyone under its control and the Tenant
            has not complied with Clause 4.5.2 hereof

4.6  The Tenant will not knowingly do anything which may prejudice any policy of
     insurance for the time being in force in respect of any part of the Demised
     Premises which may result in such insurance becoming void or voidable or
     the rate of premium under such insurance being increased and the Tenant
     will at all times comply with all requirements of the insurers of the
     Demised Premises

<PAGE>

4.7  The Tenant will keep the Demised Premises supplied with such fire fighting
     equipment as the insurers of the Demised Premises and the competent Fire
     Authority may require or as the Landlord may reasonably require and
     properly maintain such equipment

4.8  The Tenant will not store inflammable or explosive substances or goods at
     the Demised Premises (save that with the prior written consents of the
     Landlord and the insurers (such consent by the Landlord not to be
     unreasonably withheld) and subject to payment by the Tenant of any
     additional insurance premium the Tenant may retain reasonable quantities
     of such substances or goods as are normally required for the Tenant's
     business) or obstruct the access to any fire equipment or the means of
     escape from or over the Demised Premises

4.9  The Tenant will reimburse to the Landlord on demand the reasonable and
     proper cost of valuations of the Demised Premises for insurance purposes
     which the landlord shall cause to be made from time to time but not more
     frequently than once in every three years

5    TENANT'S OBLIGATIONS

     THE Tenant COVENANTS with the Landlord:

5.1  Rents

     To pay the rents reserved by this Lease without deduction or set off
     whether legal or equitable in accordance with its terms and in the event
     that any rent shall be unpaid for more than fourteen days after the due
     date (whether formally demanded or not) to pay Interest

     5.2.1  Repair and Decoration

            At all times to keep the Demised Premises in good and substantial
            repair and condition and to yield up the same at the Termination
            Date in accordance with the covenants by the Tenant contained in
            this Lease (damage by any of the Insured Risks excepted unless
            payment of the insurance monies shall be withheld in whole or in
            part by reason solely or in part of any act or default of the
            Tenant or anyone under its control)

     5.2.2  To keep the Demised Premises (including any part unbuilt on) and
            all Conduits in a clean and tidy condition and properly cleansed and
            free from obstruction and in particular to clean all the windows
            (both inside and out) and all other glass in the Demised Premises as
            often as occasion shall reasonably require

     5.2.3  Decoration

<PAGE>

          Without prejudice to the generality of the foregoing:

          5.2.3.1  During the fifth year every succeeding fifth year and in
                   the last six months of the Term to cleanse external
                   surfaces and paint and otherwise treat as the case may be
                   all the outside of the Demised Premises usually so treated
                   in a workmanlike manner to the reasonable satisfaction of
                   the Landlord's surveyor and in the last six months in
                   colours to be approved by the Landlord

          5.2.3.2  During the fifth year every succeeding fifth year and in
                   the last six months of the Term to paint with two coats of
                   good quality paint and otherwise treat with good quality
                   materials as the case may be all the inside wood and metal
                   work of the Demised Premises usually painted or otherwise
                   treated in a workmanlike manner to the reasonable
                   satisfaction of the Landlord's surveyor and also to clean
                   all other inside parts of the Demised Premises and to
                   paint as aforesaid or paper in a workmanlike manner all
                   walls and ceilings of the Demised Premises usually painted
                   or papered as the case may be such work in the last six
                   months of the Term to be executed in such colours patterns
                   and materials as the Landlord may reasonably require

     5.2.4     To repair or replace forthwith by new articles of similar kind
               and quality any fixtures fittings or plant or equipment (other
               than tenant's or trade fixtures and fittings) in the Demised
               Premises which shall become in need of repair or replacement

5.3  Alterations and additions

     5.3.1     That no new building or new structure of any kind shall at any
               time be erected upon any part of the Demised Premises

     5.3.2     Not to make any internal or external alterations or additions
               to any part of the Demised Premises and not to cut maim or
               remove any structural parts of the Demised Premises and not to
               make any change in the existing design or appearance of the
               Demised Premises PROVIDED ALWAYS that the Tenant may with the
               prior written consent of the Landlord (such consent not to be
               unreasonably withheld) carry out (a) internal non-structural
               alterations to any buildings for the time being erected on the
               Demised Premises and (b) alterations (whether structural or
               otherwise) involving the forming of openings to run cables
               ducts and services or required for the purpose of extending
               any hoist previously installed with the Landlord's consent or
               required to support any additional air conditioning plant and
               equipment and FURTHER PROVIDED that the Tenant

<PAGE>

               at any time without requiring any consent of the Landlord may
               erect install alter and remove internal demountable
               partitioning but shall supply to the Landlord within a
               reasonable time after any such erection alteration or removal
               a plan or plans showing the details thereof

5.4  User

     At all times during the Term to use the Demised Premises in accordance with
     the provisions for user in the Particulars and not to use the same or any
     part for any other purpose

5.5  Alienation

     5.5.1     Not to the assign or charge nor (save as expressly hereinafter
               provided) part with or share possession or occupation of any
               part or parts (as distinct from the whole) of the Demised
               Premises and not to agree to do so

     5.5.2     Not to part with or share possession of the whole of the
               Demised Premises or agree so to do or permit any person to
               occupy the same save by way of an assignment or Underlease of
               the whole of the Demised Premises

     5.5.3     Not to underlet the whole or any part of the Demised Premises
               at a fine or a premium and to procure that any underletting is
               at a rent which in the reasonable opinion of the Tenant is not
               less than the market rent of the premises underlet at the time
               of such Underlease PROVIDED however that if the Landlord is
               reasonably of the opinion that the rent as aforesaid is less
               than the market rent of the premises underlet the Tenant shall
               in the Licence granted by the Landlord for such underletting
               or by such form of contemporaneous Deed as the Landlord shall
               reasonably require acknowledge that such rent is to be wholly
               disregarded for the purposes of any revision of the rent
               payable under this Lease and shall concur in directing any
               valuer appointed to determine such revision of rent to so
               disregard

     5.5.4     Not to underlet any part only of an individual floor of the
               Demised Premises if to do so would cause more than two
               separate sub-tenancies to subsist in relation to that floor
               provided that it is hereby declared for the avoidance of doubt
               that the Tenant may subject as hereinafter appearing underlet
               any number of floors or parts of floors so long as no more
               than two separate sub-tenancies shall subsist in relation to
               any individual floor

     5.5.5     Not to underlet any part only of the Demised Premises unless
               the provisions of Sections 24 to 28 inclusive of the Landlord
               and Tenant Act 1954 (as amended) are validly excluded from the
               sub-tenancy and an Order of a competent Court

<PAGE>

               authorising such exclusion shall have been obtained and a copy
               thereof produced to the Landlord

     5.5.6     Without prejudice to the foregoing provisions of this
               sub-clause (each of which shall apply as a separate covenant)
               and subject to compliance therewith not to assign or underlet
               the whole or any part of the Demised Premises without the
               previous written consent of the Landlord such consent not to
               be unreasonably withheld or delayed

     5.5.7     On any assignment to procure that the assignee enters into a
               covenant with the Landlord to pay the rents reserved by and
               perform and observe the covenants on the part of the Tenant
               contained in this Lease

     5.5.8     If the Landlord shall reasonably so require to obtain
               acceptable guarantors for any person to whom this lease is to
               be assigned who shall covenant with the Landlord in the terms
               (mutatis mutandis) set out in the Fourth Schedule

     5.5.9     Upon the Landlord consenting to an underletting of the whole
               of the Demised Premises to procure that the Underlease shall
               contain covenants by the Underlessee corresponding in all
               respects (mutatis mutandis) with clauses 5.5.1 to 5.5.6 above
               (inclusive) and with all references therein to the Landlord
               meaning or including the Landlord under this Lease

     5.5.10    Upon the Landlord consenting to an underletting of part only
               of the Demised Premises to procure that the Underlease shall
               contain:

               5.5.10.1  An unqualified covenant on the part of the Underlessee
                         with the Tenant that the Underlessee will not assign
                         charge or underlet (or agree so to do) any part or
                         parts of the premises (as distinct from the whole)
                         thereby demised and will not (save by way of an
                         assignment or underletting of the whole) part with or
                         agree so to do or share possession of or permit any
                         person to occupy the whole or any part of the premises
                         thereby demised.

               5.5.10.2  A covenant on the part of the Underlessee with the
                         Tenant that the Underlessee will not assign or
                         underlet (or agree so to do) the whole of the
                         premises thereby demised without the previous
                         consent in writing of the Landlord such consent
                         not to be unreasonably withheld or delayed

               5.5.10.3  A covenant by the Underlessee not to sub-underlet the
                         underlet premises unless the provisions of Sections 24
                         to 28 inclusive of the Landlord & Tenant Act 1954 (as
                         amended) are validly excluded from the sub-tenancy and
                         an Order of a competent Court authorising such

<PAGE>

                         exclusion shall have been obtained and a copy thereof
                         produced to the Landlord

     5.5.11    Upon the Landlord consenting to any underletting whether of
               whole or part to procure that the Underlease shall contain:

               5.5.11.1  Provisions for review of the rent reserved by the
                         Underlease corresponding (mutatis mutandis) both as to
                         terms and dates with the provisions set out in the
                         Third Schedule hereto for revision of the rent hereby
                         reserved

               5.5.11.2  Covenants by the Underlessee (which the Tenant hereby
                         undertakes to enforce) to prohibit the Underlessee
                         from doing or suffering any act or thing upon or in
                         relation to the premises demised by the Underlease
                         which will contravene any of the Tenant's
                         obligations in this Lease

               5.5.11.3  A condition for re-entry on breach of any covenant on
                         the part of the Underlessee

     5.5.12    To procure in any underletting of the Demised Premises (or
               any part thereof) that the rent under such underletting is
               reviewed to the open market rent in accordance with the
               terms of such review but not to agree the rent payable
               thereunder with the undertenant without the prior written
               consent of the Landlord (such consent not to be unreasonably
               withheld) and to procure that if the rent under any
               underlease is to be determined by an independent person not
               to agree whether such person is to act as an expert or as an
               arbitrator without the Landlord's prior written consent and
               to procure that the Landlord's representations as to the
               rent payable thereunder are made to such independent person

     5.5.13    Not to vary the terms of or accept any surrender of any
               underlease permitted under this clause (or agree so to do)
               without the Landlord's prior written consent (such consent
               not to be unreasonably withheld)

               5.5.14.1  Notwithstanding anything hereinafter contained the
                         Tenant may share occupation of the Demised Premises
                         with a member of the same group of companies of which
                         the Tenant is a member provided that no tenancy is
                         created by such occupation

               5.5.14.2  For the purposes of this Clause 5.5.14 the companies
                         shall be deemed to be in the same group if they meet
                         the criteria set out in Section 42(l) of the Landlord
                         and Tenant Act 1954

<PAGE>

     5.5.15    Within one month after the transmission of any interest under
               this Lease or derivative on it or the execution of any document
               dealing with such interest to produce to and leave with the
               Landlord the deed instrument or other document evidencing or
               effecting such dealing or transmission together with a
               certified copy thereof and with such reasonable registration
               fee as the Landlord may require and such fees as may be payable
               to any superior landlord and to procure that every document
               creating a subletting of the Demised Premises or any part
               thereof shall contain a similar covenant by the sub-lessee with
               the Tenant and the Landlord PROVIDED THAT registration of any
               such deed instrument or other document shall be evidence of
               notification of such transaction to the Landlord but shall not
               require the Landlord to consider the terms of such transaction
               of the said deed instrument or other document and shall not be
               evidence that it has done so

5.6  Entry

     5.6.1     To permit the Landlord and all persons authorised by it at all
               reasonable times upon Requisite Notice to enter upon the
               Demised Premises:

               5.6.1.1   To examine their condition and to take schedules of
                         repairs and the like and inventories of fixtures and
                         fittings plant and machinery

               5.6.1.2   To execute any works of construction repair decoration
                         or of any other nature within the Building for which
                         the Landlord is responsible hereunder or on any other
                         adjoining or neighbouring premises and to carry out
                         any repairs decorations or other work which the
                         Landlord must or may carry out under the provisions
                         of this Lease upon or to the Demised Premises

               5.6.1.3   For any other reasonable purpose connected with the
                         interest of the Landlord in the Demised Premises
                         including (without prejudice to the generality of the
                         foregoing) for the purpose of valuing or disposing of
                         any interest of the Landlord or any superior landlord
                         or doing anything which may be necessary to prevent a
                         forfeiture of any superior lease for the time being
                         affecting the Demised Premises

               5.6.1.4   In the last six months of the Term to affix a sign or
                         signs indicating that the Demised Premises are to let
                         provided that such sign or signs are affixed in such a
                         manner so as not to interfere with the passage of
                         light or air or access to or egress from the Demised
                         Premises

     5.6.2     If as a result of an inspection or otherwise the Landlord
               becomes aware of any breaches of covenant by the Tenant
               hereunder the Landlord may give notice in writing thereof to
               the Tenant and within three months after every such notice or
               sooner if required the Tenant shall remedy such breach of
               covenant in accordance
<PAGE>

                 with such notice and the covenants contained in this Lease
                 to the reasonable satisfaction of the Landlord AND if the
                 Tenant shall fail within six weeks of such notice or
                 immediately in case of emergency to commence and diligently
                 and expeditiously to continue to comply with such notice or
                 if the Tenant shall at any time make default in the
                 performance of any of the covenants contained in this Lease
                 for or relating to the repair decoration or maintenance of
                 the Demised Premises then (without prejudice to the right of
                 re-entry and forfeiture hereinafter contained) the Landlord
                 may enter upon the Demised Premises pursuant to Clause 5.6.1
                 hereof and carry out or cause to be carried out all or any
                 of the works referred to in such notice or remedy the
                 default of the Tenant and all reasonable and proper costs of
                 all such works and all expenses properly incurred in
                 remedying such defaults in each case together with Interest
                 shall be paid by the Tenant to the Landlord on demand

5.7  Town and Country Planning Acts and Acts Generally

       5.7.1     To comply with all Acts

       5.7.2     At its expense to obtain from the appropriate authorities
                 all licences consents and permissions as may be required for
                 the carrying out by the Tenant of any operations or use on
                 any part of the Demised Premises

       5.7.3     Not to make any application for planning permission without
                 first producing a copy of the same and obtaining the prior
                 written consent of the Landlord to such application which
                 consent shall not be unreasonably withheld or delayed

       5.7.4     Unless the Landlord shall otherwise in writing direct to
                 carry out before the Termination Date any works stipulated
                 to be carried out to the Demised Premises as a condition of
                 any planning permission which may have been granted during
                 the Term and implemented by the Tenant or any other person
                 whether or not the date by which the planning permission
                 requires such works to be carried out falls within the Term

       5.7.5     In any case where a planning permission granted is granted
                 subject to conditions and if the Landlord reasonably so
                 requires to provide security for the compliance with such
                 conditions and such planning permission shall not be
                 implemented until such security shall have been provided

       5.7.6     If reasonably required by the Landlord but at the cost of
                 the Tenant to appeal against any refusal of planning
                 permission or the imposition of any conditions on a planning
                 permission in either case made pursuant to an application
                 therefor under this sub-clause

<PAGE>

       5.7.7     Not to do anything in the Demised Premises or cause them to
                 be occupied in such a way as will cause any part of any
                 other land owned or occupied by the Landlord not to comply
                 with any Act

       5.7.8     Within fourteen days of the receipt of notice thereof to
                 give full particulars to the Landlord of any permission
                 notice order or proposal relevant to the Demised Premises or
                 to the use thereof given to the Tenant or the occupier of
                 the Demised Premises (together with a copy of any notice
                 permission letter or document) under any Act and without
                 delay to take all necessary steps to comply therewith with
                 the written approval of the Landlord (such approval not to
                 be unreasonably withheld or delayed) and also at the request
                 of the Landlord to make or join with the Landlord in making
                 such objections and representations against or in respect of
                 any such notice order or proposal as aforesaid as the
                 Landlord shall reasonably require

5.8    Outgoings Costs and Fees

       5.8.1     To pay and discharge all existing and future rates taxes
                 duties charges assessments impositions and outgoings
                 whatsoever and whether or not of a non-recurring nature
                 (hereinafter called "outgoings") which now are or may be
                 charged levied assessed or imposed upon the Demised Premises
                 or upon the owner or occupier thereof and to pay bear and
                 discharge the proportion properly attributable to the
                 Demised Premises of any outgoings as may be charged levied
                 assessed or imposed upon any premises of which the Demised
                 Premises form part (such proportion to be reasonably
                 determined by the Surveyor for the time being to the
                 Landlord whose decision shall be final save in the event of
                 manifest error)

       5.8.2     To pay on demand to the Landlord any costs charges expenses
                 or outgoings which the Landlord has been obliged to expend
                 or incur in relation to any liability affecting the Demised
                 Premises

       5.8.3     To pay to the Landlord all reasonable and proper costs
                 charges and expenses (including professional advisers' costs
                 and fees) reasonably and properly incurred by the Landlord
                 or any superior landlord

                 5.8.3.1   In or in contemplation of any proceedings under
                           Sections 146 or 147 of the Law of Property Act
                           1925 including the preparation and service of
                           notice thereunder (notwithstanding forfeiture is
                           avoided otherwise than by relief granted by the
                           Court)

                 5.8.3.2   In the preparation and service of a Schedule of
                           Dilapidations at any time during or after the Term

<PAGE>

                 5.8.3.3   In connection with any breach of covenant by or
                           the recovery of arrears of rent due from the
                           Tenant hereunder

                 5.8.3.4   In respect of any application for consent required
                           by this Lease whether or not such consent be
                           granted but not where such consent in unlawfully
                           refused

5.9    VAT

       All sums payable under the terms of this Lease shall be exclusive of any
       VAT and the Tenant shall pay to the Landlord all VAT for which the
       Landlord is liable to account to HM Customs and Excise in relation to any
       VAT Supply made or deemed to be made for VAT purposes pursuant to this
       Lease

5.10   General Requirements concerning Use

       5.10.1    Not to use any part of the Demised Premises for any noxious
                 noisy or offensive trade or business nor for any illegal or
                 immoral act or purpose nor for any sale by auction nor for
                 gaming and not to commit any nuisance or do anything which
                 may be or become an inconvenience or cause damage or
                 disturbance to the Landlord or any other person

       5.10.2    Not to allow empty containers or rubbish of any description
                 to accumulate upon the Demised Premises nor to discharge
                 into any Conduit any deleterious matter or any substance
                 which might be or become a source of danger or injury to the
                 drainage system of the Demised Premises or any other
                 property or person

       5.10.3    Not to use any part of the Demised Premises in such manner
                 as to subject it to any strain or interference which is not
                 reasonable or is in excess of that which the Demised
                 Premises were designed to bear and not to install machinery
                 on the Demised Premises which shall be unduly noisy or cause
                 vibration

       5.10.4    Not to do anything on the Demised Premises which might
                 reasonably be expected to produce directly or indirectly
                 corrosive fumes or vapours or moisture or humidity in excess
                 of that which the Demised Premises were designed to bear and
                 are otherwise reasonable

       5.10.5    Not to erect or display any mast or pole aerial satellite
                 dish flag signboard advertisement inscription bill placard
                 or sign whatsoever on the Demised Premises or the windows
                 thereof so as to be seen from the exterior without the
                 previous written consent of the Landlord which shall not be
                 unreasonably withheld or delayed (and if the Landlord so
                 requires any such to be removed and any damage caused
                 thereby made good by the Tenant at the Termination Date)

<PAGE>

       5.10.6    To give written notice to the Landlord of any defect in the
                 Demised Premises which might give rise to an obligation on
                 the Landlord to do or refrain from doing any act or thing in
                 order to comply with the duty of care imposed on the
                 Landlord pursuant to the Defective Premises Act 1972

       5.10.7    Not to stop up or paint out any windows at the Demised
                 Premises and not to permit any encroachment upon the Demised
                 Premises or the acquisition of any new right to light
                 passage drainage or other easement over any part of the
                 Demised Premises without the Landlord's consent in writing
                 and to give immediate written notice to the Landlord of any
                 threat of such encroachment or acquisition and at the
                 Landlord's written request to take such action as the
                 Landlord may reasonably require to prevent such encroachment
                 or acquisition

5.11   New Guarantor

       Within twenty eight days of the death during the Term of any person
       who at a future date shall have guaranteed to the Landlord the
       Tenant's obligations contained in this Lease or of such person
       becoming bankrupt or having a receiving order made against him or
       being a company passing a resolution to wind up or entering into
       liquidation then to give notice thereof to the Landlord and if so
       required by the Landlord at the expense of the Tenant within Twenty
       eight days to procure some other person reasonably acceptable to the
       Landlord to execute a guarantee in respect of the Tenant's obligations
       contained in this Lease in the form set out in the Fourth Schedule
       hereto

5.12   Superior Interests

       If this Lease shall at any time be an underlease any provision for
       consent or approval of the Landlord shall be deemed to be subject to
       the consent or approval of all superior landlords and the reasonable
       and proper costs and expenses of obtaining such consents (whether or
       not consent is forthcoming but not where the consent is unlawfully
       refused) shall be repaid by the Tenant to the Landlord within fourteen
       days of written demand

5.13   Construction Work

       If the Tenant or any undertenant shall carry out any construction work
       within the meaning of and to which the Construction (Design and
       Management) Regulations 1994 (hereinafter referred to as "the CDM
       Regulations") shall apply the Tenant shall:

       5.13.1    prepare or procure the preparation of the Health and Safety
                 file ("the File") in accordance with the CDM Regulations

<PAGE>

       5.13.2    grant or procure the grant of an irrevocable and non-exclusive
                 Licence free of any royalty or other consideration for the
                 Landlord its successors in title assigns and sub-licencees to
                 use and copy any design construction maintenance operational
                 and other information and documentation comprised in the File
                 for any purpose connected with the Demised Premises

       5.13.3    ensure that the File is maintained and updated as necessary
                 from time to time in accordance with the CDM Regulations and
                 within fourteen days of request to supply to the Landlord such
                 copies or other evidence as the Landlord may reasonably require
                 to satisfy itself that the Regulations are and have been
                 complied with

       5.13.4    upon any assignment of this Lease deliver the File to the
                 assignee and upon the expiration or sooner determination of the
                 Term to deliver the File to the Landlord

5.15   Subsisting obligations

       To observe and perform all covenants agreements and conditions
       contained in the Documents insofar as the same are binding upon the
       Landlord or the Tenant and which relate to the Demised Premises and to
       fully and effectually indemnify the Landlord from and against any
       breach thereof

5.16   Indemnity

       The Tenant will keep the Landlord fully indemnified against damages
       losses costs expenses proceedings and liabilities arising directly or
       indirectly out of the existence state of repair or user of the Demised
       Premises or any breach of the Tenant's covenants herein contained or
       the Tenant's failure to comply with any Act

6      THE Landlord COVENANTS with the Tenant that the Tenant paying the
       rents reserved and observing and performing its covenants and
       conditions contained in this Lease may peaceably and quietly hold and
       enjoy the Demised Premises without any lawful interruption by the
       Landlord or any person rightfully claiming through under or in trust
       for it

7      PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

7.1    Re-entry

       Notwithstanding and without prejudice to any other remedies and powers
       herein contained or otherwise available to the landlord if the rents
       reserved or any part thereof shall be unpaid for Twenty one days after
       becoming payable whether formally demanded

<PAGE>

     or not or if any covenant on the Tenant's part or condition contained in
     this Lease shall not be performed or observed or if the Tenant for the
     time being (being a company) shall enter into liquidation whether
     compulsory or voluntary (save for the purpose (demonstrated to the
     Landlords reasonable satisfaction) of reconstruction or amalgamation
     whilst solvent) or pass a resolution for winding up (save as aforesaid)
     or is unable to pay or has no reasonable prospect of being able to pay
     its debts within the meaning of Sections 122 and 123 of the Insolvency
     Act 1986 ("the 1986 Act") or summons a meeting of its creditors or any
     of them under Part I of the 1986 Act or suffers a petition for an
     Administration Order in respect of it to be filed in Court or suffers a
     receiver or administrative receiver to be appointed or being an
     individual or being more than one individual any one of them shall have
     a receiving order made against him or become bankrupt or is unable to
     pay or has no reasonable prospect of being able to pay his debts within
     the meaning of Sections 267 and 268 of the 1986 Act or if the Tenant (or
     if there shall be more than one Tenant any of them) shall enter into
     composition with their or his creditors or suffer any distress or
     execution to be levied on their or his goods or if an interim order is
     made under Part VIII of the 1986 Act then and in any such case it shall
     be lawful for the Landlord 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 non-observance or non-performance of any of the tenant's
     covenants or any conditions herein contained

7.2  Service of Notices

     7.2.1    Any demand or notice to be served on the Tenant or any Surety
              hereunder shall be validly served if sent by first class post
              addressed to the Tenant or the Surety respectively (and if
              there shall be more than one of them then any of them) at its
              registered office or at the Demised Premises (if the Tenant is
              still in occupation of the Demised Premises)

     7.2.2    Any notice to be served on the Landlord shall be validly served
              if sent by first class post addressed to the Landlord at its
              registered office (or its last know address in the Landlord for
              the time being shall have no registered office)

     7.2.3    Any demand or notice sent by post shall be conclusively treated
              as having been served forty eight hours after posting

7.3  No liability in damages

     In the performance of any services for the Tenant at the Tenant's
     request the Landlord shall not in any circumstances incur any liability
     in respect of damage to person or properly or otherwise howsoever by
     reason of any act neglect default or misfeasance of the Landlord its
     servants employees agents or independent contractors or by reason of

<PAGE>

     any accidental damage which may at any time be done to the Demised
     Premises or to any of the goods persons or property of the Tenant or any
     other person

7.4  Statutory Compensation

     Except where any statutory provision prohibits the Tenant's right to
     compensation being reduced or excluded by agreement the Tenant shall not
     be entitled to claim from the Landlord on quitting the Demised Premises
     or any part thereof any compensation under the Landlord and Tenant Act
     1954

7.5  Exclusion of Rights not Granted

     Nothing herein contained shall operate expressly or impliedly to confer
     upon or grant to the Tenant any easement right or privilege other than
     those expressly hereby granted and set out in the First Schedule hereto

7.6  Waiver of Right to Forfeit

     That no demand for or acceptance or receipt of any part of the or rents
     or other monies payable hereunder or any payment on account thereof
     shall operate as a waiver by the Landlord of any right which the
     Landlord may have to forfeit this Lease by reason of any breach of
     covenant by the Tenant notwithstanding that the Landlord may know or be
     deemed to know of such breach at the date of the demand acceptance or
     receipt

I N  W I T N E S S  the parties hereto have executed these presents on the
date specified in Paragraph l of the Particulars


<PAGE>


                  SCHEDULE 1 above referred to

                 (Rights and Easements Granted)


In common with the Landlord and all others entitled to the like rights the
benefit of all such rights as were created by the Documents and are
appurtenant to the Demised Premises but subject to and conditional upon the
due performance and observance of all such covenants agreements and
conditions contained or referred to in the Documents and which relate to such
rights


<PAGE>

                  SCHEDULE 2 above referred to

                 (Rights and Easements Excepted)



There is excepted and reserved out of the Demised Premises to the Landlord
and all other persons authorised by the Landlord or having the like rights
and easements the right at any time on Requisite Notice to enter (or during
the Tenant's absence to break and enter) the Demised Premises for any
purposes for which the Tenant covenants hereunder to permit entry

<PAGE>


                  SCHEDULE 3 above referred to

                 (Provisions for Rent Review)



1    In this Schedule the following expressions shall have the following
     meanings

1.1  "the Rent Review Dates" the date or dates specified in the Particulars

1.2  "the Relevant Review Date" shall mean that rent review date in respect
     of which the rent is to be reviewed

1.3  "Open market rent" shall mean the yearly rent for which the Demised
     Premises could be expected to be let with vacant possession on the
     Relevant Review Date in the open market by a willing lessor to a willing
     lessee without taking a fine or premium for a term equal to a term of
     Ten years from the Relevant Review Date with provisions similar to those
     contained herein for Rent Review at the end of the fifth year and
     otherwise upon the terms and conditions (save as to the amount of rent)
     as are herein contained on the assumption (if not the fact) that the
     Demised Premises and the Building shall be in good and substantial
     repair and ready for immediate beneficial occupation and that the Tenant
     has had the benefit of any rent free or reduced rent period to fit out
     the Demised Premises and that all the tenant's and the landlord's
     covenants shall have been complied with but there being disregarded:

     1.3.1     Any effect on rent of the fact that the Tenant or an
               undertenant may have been in occupation of the Demised Premises

     1.3.2     Any goodwill attached to the Demised Premises by reason of any
               trade or business carried on therein by the Tenant or any
               undertenant

     1.3.3     Any effect of any improvement made by the Tenant for the time
               being after the date hereof carried out with the written
               consent of the Landlord (where necessary) under the terms
               hereof otherwise than in pursuance of an obligation to the
               Landlord

2    From and after each Rent Review Date the rent first reserved shall be
     whichever is the higher of:

2.1  The yearly rent reserved immediately before the Relevant Review Date and

2.2  The Open market rent of the Demised Premises and such rent first
     reserved after each Rent Review Date shall be hereinafter called "the
     new rent"

<PAGE>

3    If the Landlord and the Tenant shall be able to agree the new rent or
     when the new rent shall have been determined in accordance with the
     provisions hereof as the case may be a note of the new rent shall be
     endorsed in the Sixth Schedule to this Lease and the Counterpart hereof
     and signed by the parties hereto

4    If three months before the Relevant Review Date the Landlord and the
     Tenant shall not have agreed on the new rent payable from the Relevant
     Review Date the Landlord or Tenant may at any time thereafter before the
     rent shall be agreed between the Landlord and the Tenant require an
     independent surveyor (hereinafter called "the Surveyor") to determine
     the Open market rent

5    The Surveyor may be agreed upon by the Landlord and the Tenant and in
     default of such agreement shall be appointed by the President for the
     time being of the Royal Institution of Chartered Surveyors or the person
     designated by such institution for such purpose on the application of
     the Landlord or the Tenant or such professional body of Surveyors as the
     Landlord shall designate and any reference hereafter to the said
     President shall be deemed to include a reference to such officer

6.1  Notice in writing of his appointment shall be given by the Surveyor to
     the Landlord and the Tenant and he shall invite each to submit within a
     specified period (which shall not exceed four weeks) a valuation
     accompanied if desired by a statement of reasons

6.2  The Surveyor (who shall be a Chartered Surveyor experienced in the
     letting and/or valuation of premises of a similar nature to and situate
     in the same region as the Demised Premises and used for purposes similar
     to those authorised hereunder at the date of his appointment) shall as
     an expert valuer whose decision shall be final and binding on all
     persons who are or have been parties hereto

6.3  The Surveyor shall give notice in writing of his decision to the
     Landlord and the Tenant within two months of his appointment or within
     such extended period as may be reasonable

7    If the Surveyor shall fail to determine the Open market rent and give
     notice thereof within the time and in the manner provided or if he shall
     relinquish his appointment or die or if it shall become apparent that
     for any reason he will be unable to complete his duties the Landlord may
     apply to the said President for a substitute to be appointed in his
     place which procedure may be repeated as many times as necessary

8    In the event that by the Relevant Review Date the new rent shall not
     have been agreed or determined (whether or not negotiations shall have
     commenced) the Tenant shall continue to pay rent at the rate of the
     current rent on each day appointed by this Lease for payment of rent
     until the new rent shall have been agreed or determined and thereupon

<PAGE>

     the Tenant shall pay to the Landlord as arrears of rent an amount equal
     to the difference between the new rent and the rent actually paid for
     the period since the Relevant Review Date together with interest thereon
     from the Relevant Review Date calculated at Lloyds Bank Plc base rate
     (or if such rate is not calculated or published there shall be
     substituted such rate as is most closely comparable therewith)

9    The fees of the Surveyor shall be shared as the Surveyor shall determine
     between the parties or equally in the event that there shall be no such
     determination

10   As respects all periods of time referred to in this Schedule time shall
     be deemed not to be of the essence

11   If on any one of the Rent Review Dates there shall be in force any Act
     which shall restrict interfere with or affect the Landlord's right to
     revise the rent hereby reserved in accordance with the terms hereof then
     the Landlord shall be entitled once following each removal or
     modification of such Act to serve notice requiring a review of the said
     rent (hereinafter called an "interim notice") upon the Tenant and from
     and after the date of service of such interim notice until the next Rent
     Review Date the rent shall be increased to whichever is the higher of
     the Open market rent at the date of service of the interim notice and
     the rent payable immediately prior thereto and the provisions of this
     Schedule shall apply accordingly with the substitution of the said date
     of service for the Relevant Review Date


<PAGE>

                        SCHEDULE 4 above referred to

           (form of Covenant to be given pursuant to clause 5.11)



The Surety COVENANTS with the Landlord:

1    That if at any time during the Term the Tenant shall default in payment
     of any of the rents reserved by this Lease on the due dates or in
     observing or performing any of the covenants and conditions contained in
     this Lease the Surety will pay the rents or observe or perform the
     covenants or conditions in respect of which the Tenant shall have
     defaulted and the Surety shall make good to the Landlord on demand all
     losses costs damages and expenses resulting from any such default but so
     that no time or indulgence granted by the Landlord to the Tenant nor any
     variation to the terms of this Lease nor any other act matter or thing
     by virtue of which but for this provision the Surety would have been
     released shall in any way release the obligations of the Surety to the
     Landlord under this Schedule

2    That if a liquidator or trustee in bankruptcy shall surrender or
     disclaim this Lease or if this Lease shall become forfeited the Surety
     will at the request of the Landlord within three months after such
     surrender or disclaimer or forfeiture (as the case may be) take from the
     Landlord a lease of the Demised Premises for a term equal to the residue
     of the Term which would have remained had there been no surrender or
     disclaimer or forfeiture at the same rent and subject to the same
     covenants and conditions as are reserved by and contained in this Lease
     such lease to take effect from the date of such surrender or disclaimer
     or forfeiture (as the case may be) and in such case the Surety shall pay
     the reasonable and proper legal costs of the Landlord of such new lease
     and execute and deliver a counterpart of it to the Landlord

3    That if the Landlord shall not require the Surety to take a lease of the
     Demised Premises pursuant to Paragraph 2 above the Surety shall
     nevertheless within twenty eight days of written demand pay to the
     Landlord a sum equal to the rent that would have been payable under this
     Lease but for the surrender or disclaimer or forfeiture in respect of
     the period from the date of such surrender or disclaimer or forfeiture
     (as the case may be) until the expiration of three months from it or
     until the Demised Premises shall have been relet by the Landlord
     whichever shall first occur

<PAGE>


                         SCHEDULE 5 above referred to

                               (The Documents)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
   Date         Description of Document                  Parties
-------------  ------------------------   ------------------------------------------
<S>             <C>                       <C>
6 May 1986        Transfer                LDB Developments LTD(1) L C
                                          Lamerton Ltd (2) Oxleys Department
                                          Store Ltd (3)
-------------  ------------------------   ------------------------------------------

31 May 1991       Deed                    L C Lamerton Ltd (1) BBC Enterprises
                                          Ltd (2) Barclays Bank Plc (3) City Trust
                                          Ltd (4)
-------------  ------------------------   ------------------------------------------

31st May 1991     Deed                    International Caledonian Assets Ltd (1)
                                          BBC Enterprises Ltd (2)
-------------  ------------------------   ------------------------------------------

18 March 1992     Lease of Transformer    BBC Enterprises Ltd (1) London
                  Chamber                 Electricity Plc (2)
-------------  ------------------------   ------------------------------------------

13 August 1991    Party Wall Award        BBC Enterprises Ltd (1) Bass Holdings
                                          Ltd (2)
-------------  ------------------------   ------------------------------------------

19 August 1991    Party Wall Award        BBC Enterprises Ltd (1) Kusti Solomon
                                          & Ruthven (2)
-------------  ------------------------   ------------------------------------------

12 August 1991    Party Wall Award        BBC Enterprises Ltd (1) L C Lamerton
                                          Ltd (2)
------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                      SCHEDULE 6 above referred tp

                       Memoranda of rent reviews


The rent payable from the first rent review date specified in the Particulars
has been agreed as      POUNDS (L     ) per annum


Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety


The rent payable from the second rent review date specified in the
Particulars has been agreed as        POUNDS (L      ) per annum


Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety





Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety


<PAGE>



THE COMMON SEAL of ALLIED DUNBAR              )
ASSURANCE PLC was hereunto affixed in the     )
presence of                                   )




           Authorised Signatory


           Authorised Signatory