<PAGE>


                     Dated 23rd OCTOBER 1990






                    BANTRY INVESTMENTS LIMITED

                             - and  -


                  TONY STONE ASSOCIATES LIMITED



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

                            L E A S E
                   relating to Basement, First
                        and Second Floors
                116/134 Bayham Street Camden Town
                            London NW1

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








                       Leonard Kasler & Co.
                         20-21 Queenhithe
                         London EC4V 3DX
                             Ref: MDB
                        Tel: 071 236-1826
                        Fax: 071 236 3328
                       DX: 42601 Cheapside




                            OIS: 0314b

<PAGE>
THIS LEASE is made the twenty-third day of October, 1990

BETWEEN:

1.   BANTRY INVESTMENTS LIMITED a Company registered in Gibralter whose
     registered office is at Librairy Ramp PO Box 104 Gibralter and whose
     address in the United Kingdom is c/o Fox Associates 1 Bayham Street
     London NW1 OER ("the Landlord")

2.   TONY STONE ASSOCIATES LIMITED a Company registered in England, number
     948785 and having its registered office at 28 Finchley Road, St. Johns
     Wood, London NW1 ("the Tenant")

WITNESSETH as follows:

     IN consideration of the sum of the rent and the Tenant's covenants
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the
Tenant ALL THOSE the premises ("the Premises") being the Basement, First and
Second Floors of the building situate and known as 116/134 Bayham Street
Camden Town London NW1 ("the Building") as the same are shown edged in red on
the plans ("the Plans") annexed hereto and includes:-

     (i)   all doors and windows and window and door frames and the glass
           (including any plate glass) fitted therein (but excluding the
           paintwork and decoration of the external surfaces of such doors
           windows and window frames);

     (ii)  one half (severed vertically) of all non-structural partitions
           separating the Premises from any other part of the Building;

     (iii) all other internal non-structural partitions;

     (iv)  the ceilings and floors;

     (v)   the plaster or other finish on all structural walls and ceilings
           within the Premises;

     (vi)  all pipes and sanitary and water apparatus which are within the
           Premises and serve the Premises alone

     but excludes:

     (vii) the main structure of the Building including (but not by way of
           limitation) the roof and the roof joists above the ceilings of
           premises in the Building the foundations and the exterior and the
           load bearing columns and walls the main beams decks or girders
           supporting the floors of the Building of any premises comprised
           within the Building ("the Main Structure");

     (ii)  any pipes and other service conduits in the Premises which serve
           any other part of the Building.

     2.    RIGHTS

           The Premises are demised together with:-

     2.1   the right of free passage and running of water soil gas electricity
           and all other services to and from the Premises through any sewers
           drain pipes wires and channels now or during the period of the
           term as hereinafter defined running under or through any adjoining
           or neighbouring premises now or during such period belonging to
           the Landlord (but not including any right or easement unless the
           same be expressly herein referred to)

     2.2   the exclusive right to park private motor vehicles in the area
           shown hatched black on the Plans annexed hereto

     2.3   The full right and liberty for the Tenant and all persons
           authorized by him (in common with all other persons entitled to
           the like right) at all times by day or night to go pass and
           re-pass through and along or use part of the forecourt cross
           hatched black on the Plans the entrance hall landings and
           staircases of the Building leading to the Premises and the lifts
           in the Building and the lavatories and cloakrooms for males and
           females respectively situated in the common parts of the Building
           and such other lavatories and cloakrooms as shall hereafter from
           time to time be allocated at its discretion by the Landlord for
           use by the Tenant and staff employed at the Premises
<PAGE>

     2.4   The right of support and protection now enjoyed by the Premises
           from the Main Structure and adjacent premises in the Building
           capable of providing such support and protection any sewers
           drains pipes wires and channels now or which at any time
           within such period as aforesaid shall run under or through
           the Premises and to make connections with such sewers drains pipes
           wires and channels for the purpose of exercising the said free
           passage of water soil gas electricity and all other services as
           aforesaid

     2.5   With the Landlord's prior consent (which shall not be unreasonably
           withheld) the full right and liberty for the Tenant and his
           authorised servants agents and workmen at all reasonable times on
           reasonable notice (except in emergency) to enter into and upon the
           remainder of the Building as shall be necessary for the purpose of
           repairing maintaining or altering cleaning renewing or examining
           the Premises and any part thereof the subject matter of any
           easements or any other rights set out in this clause 2 and to make
           or permit any connections and disconnections which may be necesary
           in relation thereto or for the purpose of carrying out any work
           which may be necessary for the protection of the Premises PROVIDED
           that in the exercise of such right the Tenant or such persons
           exercising such rights shall cause as little inconvenience and
           interference as is practicable and shall forthwith make good any
           damage caused thereby.

     3.    EXCEPTIONS AND RESERVATIONS

           There is excepted and reserved from the demise in favour of the
     Landlord and the Tenants and Occupiers of other portions of the building of
     which the Premises form part and all other persons entitled thereto the
     following rights:-

           PASSAGE OF WATER ETC.

     3.1.  The free passage and running of water soil gas electricity and all
           other services for any adjoiniing or neighbouring premises with
           the Building through any sewers drain pipes wires and channels now
           or which at any time within such period as aforesaid shall run
           under or through the Premises and to make connections with such
           sewers drains pipes wires and channels for the purpose of
           exercising the said free passage of water soil gas electricity and
           all other services as aforesaid.

           LIGHT AND AIR

     3.2   All rights of light air and other easements and rights (but
           without prejudice to those expressly hereinbefore granted to the
           Tenant) now or hereafter belonging to or enjoyed by any adjacent
           or neighbouring land or building over or against the Premises

           SUPPORT AND SHELTER

     3.3   The right to support and shelter and all other easements and
           rights now or hereafter belonging to or enjoyed by the Building
           other than the Premises and all adjacent or neighbouring land or
           buildings an interest wherein in possession or reversion is at any
           time during the term hereby granted vested in the Landlord

     4.    TERM

           The demise is for a term ("the Term") of TWENTY FIVE YEARS from the
           23rd day of October 1990

     5.    ENCUMBRANCES

           The demise is subject to the restrictive covenants conditions
           stipulations exceptions reservations easements and other matters
           referred to or contained in the entries on the register at H.M.
           Land Registry of the Landlords title number NGL 468360

     6.    RENTS

     6.1   The Tenant shall yield and pay the following rents namely:-

           6.1.1     For the first six months of the Term the rent of one
                     peppercorn (if demanded) and thereafter for the next four
                     and a half years the yearly rent of TWO HUNDRED AND
                     FOURTEEN THOUSAND FOUR HUNDRED POUNDS (L214,400.00)

           6.1.2     For the next five years of the Term ("the second period")
                     either the yearly rent reserved above or the market rent of
                     the Premises at the commencement of the said period
                     whichever is the higher

<PAGE>


          6.1.3 For the next five years of the Term ("the third period") either
                the yearly rent reserved above or the market rent of the
                Premises at the commencement of the said period whichever is
                the higher

          6.1.4 For the next five years of the Term ("the fourth period") either
                the yearly rent reserved above or the market rent of the
                Premises at the commencement of the said period whichever is
                the higher

          6.1.5 For the last five years of the Term ("the last period") either
                the yearly rent payable hereunder immediately prior to the
                commencement of the last period or the market rent of the
                Premises at the commencement of the last period whichever is
                the higher

     6.2. NO DEDUCTION

          The said rents shall in all cases be paid without any deduction
     (except for tax authorized by statute to be deducted) by equal quarterly
     payments in advance on the usual quarter days in every year ("the Rent
     Payment Days")

     7.   STANDING ORDER

          The Tenant shall give to the Bankers for the time being of the
     Landlord (as nominated from time to time in writing by the Landlord to the
     Tenant) a standing order directing such quarterly payments to be made on
     due date at the Bankers of the Landlord

     8.   FIRST PAYMENT

          The first of such rent payments shall be a proportionate part for
     the period from the date ("the first Rent Payment Date") six months
     after the commencement of the Term to the date one day before the next
     Rent Payment Date thereafter and shall be made on the first Rent Payment
     Date

     9    INSURANCE PREMIUM

          The Tenant shall also pay by way of further or additional rent an
     amount equal to a fair proportion (to be determined failing agreement by
     the Landlord's Surveyor whose determination shall be final and binding
     on the parties hereto save in case of manifest error) of the yearly sum
     or sums properly expended by or demanded of the Landlord in insuring the
     Building and the Landlord's fixtures and fittings therein against loss
     or damage by fire explosion lightning impact vehicles aircraft (not
     being hostile aircraft) and articles dropped therefrom flood storm or
     tempest bursting and overflowing of water tanks apparatus or pipes riot
     civil commotion malicious damage theft following forcible and violent
     entry into or exit from the Premises subsidence and accidental damage
     and against such other risks as the Landlord shall reasonably think
     necessary ("the Insured Risks") in a sum equal to the full cost of
     reinstatement (including Architects' and Surveyors' fees demolition and
     site clearance charges and three years' loss of rent) such amount to be
     paid by the Tenant within 14 days of demand

<PAGE>

     10.  SERVICE CHARGE

     10.1 The Tenant shall also pay by way of further or additional rent due
          in each year of the term a Service Charge equal to such proportion
          of the total cost ("the total cost") incurred or estimated by the
          Landlord in respect of the Services and Expenses specified in the
          Third Schedule and the cost of the Landlord carrying out its
          obligations set out herein as the Area of the premises bears to the
          aggregate Area of all other parts of the Building let or intended
          to be let by the Landlord where "Area" means the Net Internal Area
          measured in accordance with the Code of Measuring Practice issued
          by the Royal Institution of Chartered Surveyors and the
          Incorporated Society of Valuers and Auctioneers as amended from
          time to time

     10.2 The Service Charge shall be payable in advance on the usual quarter
          days. For the period from the date hereof to the 31st day of
          December 1990 the Tenant shall pay an estimated Service Charge at
          the rate of L16,000 per annum The first payment (being a
          proportionate payment) in respect of the period up to the quarter
          day next following the date hereof shall be made on the execution
          hereof

     10.3 The said total cost to the Landlord during each financial year of
          the Landlord shall be certified by a Chartered Accountant appointed
          by the Landlord and shall contain a fair summary of the items
          referred to in it and shall include the fees of the Chartered
          Accountant for such certification and an amount for general
          management expenses up to 10 per cent of the said total
          cost if the Landlord shall manage the Building and up to 12.5%
          maximum thereof plus VAT if the Landlord shall appoint managing
          agents and the said certificate shall (save in case of manifest
          error) be conclusive evidence of all matters of fact referred to in
          it but the Tenant shall be entitled to inspect the audited account
          on request and be provided with copies of the same

     10.4 For the purpose of assessing payment on account of the Service
          Charge for each financial year of the Landlord subsequent to the
          31st day of December 1990 the Service Charge for such year shall be
          provisionally based on actual cost of providing the services
          calculated and certified as aforesaid for the previous financial
          year of the Landlord and until the actual cost of providing
          services for such year shall have been certified by the Landlord
          the Tenant shall continue to make equal quarterly payments in
          advance on the usual quarter days in every year at the rate based
          on the last cost certified by the Landlord (or on the
          aforementioned estimated Service Charge if no certificate shall
          have been issued by the Landlord)

     10.5 Any under-payment or over-payment in respect of the Service Charge
          for a particular financial year or lesser period shall be adjusted
          on the quarter day next

<PAGE>

            following the certification in manner aforesaid of the actual cost
            to the Landlord of carrying out the said works and providing the
            said services and facilities during that year or period

     10.6   The Landlord will not charge the Tenant and the Service Charge
            shall not include any part of the total cost as shall be
            attributable from time to time from other parts of the Building as
            shall be designed and available for letting whether let or unlet
            or which are occupied by the Landlord during the whole or
            proportionately for any part of the relevant Service Charge year.

     10.7   The Tenant shall also pay by way of Service Charge if requested by
            the Landlord a reasonable provision (to be determined by the
            Surveyor acting as an expert and not as an arbitrator) towards the
            Landlord's anticipated expenditure during the term in respect of:

            10.7.1  periodically recurring items whether recurring at regular or
                    irregular intervals and

            10.7.2  such of the Landlord's obligations as relate to the renewal
                    of replacement of the items referred to

     PROVIDED that:

            10.7.3 such reasonable provision in respect of items in paragraph
                   10.7.2 shall be determined on the assumption that the cost
                   of replacement of such items is calculated on such life
                   expectancy as the Surveyor may reasonably determine (acting
                   as an expert and not as an arbitrator) and that each year
                   the Tenant will be required to pay a rateable proportion
                   towards the anticipated cost of renewal or replacement to
                   the intent that a fund or funds be accumulated sufficient
                   to cover the cost of renewal or replacement by the end of
                   the anticipated life of each such item except that the
                   Tenant shall not be required to make any provision towards
                   expenditure by the Landlord that it is anticipated will be
                   incurred by the Landlord after the expiry of the Term

            10.7.4 nothing in this paragraph shall oblige the Landlord to
                   establish and/or maintain any such fund sufficient in whole
                   or in part to cover such cost of replacement or renewal
                   of any such item

            10.7.5 any expenditure by the Landlord in respect of a recurring
                   item referred to in this schedule or in respect of its
                   obligations in connection with the renewal or replacement
                   of an item referred to where either:

                   10.7.5.1  a fund has been established in connection with such
                             recurring item or the renewal or replacement of
                             that item ("the Specific Fund") or

                   10.7.5:2  a part of a fund ("the General Fund") has been
                             allocated by the Landlord for such recurring item
                             or the renewal of replacement of that item

                   shall first be met out of the Specific Fund or as appropriate
                   out of the General Fund to the extent of the credit allocated
                   for that item by the Landlord in the General Fund
<PAGE>


            10.7.6 the certificate referred to in paragraph 10.3 shall
                   indicate whether or not the Landlord has established
                   and is maintaining any fund or funds pursuant to this
                   paragraph and shall provide full details of any such
                   fund or funds

            10.7.7 all sums received by the Landlord pursuant to this
                   paragraph 10.7 shall be credited to an account separate
                   from the Landlord's own money and shall be held by the
                   Landlord upon trust during the period of 80 years from
                   the date of this lease (which shall be the perpetuity
                   period applicable to these provisions) for the persons
                   who from time to time shall be the tenants of the
                   Building to apply the same and any interest accruing for
                   the purposes set out in this paragraph and at the expiry
                   of such period any such sums unexpended shall be paid to the
                   persons who shall then be the tenants of the Building in
                   shares equal to the percentage which the Service Charge
                   payable by each tenant respectively bears to the total of
                   all the Service Charges paid by the tenants of the Building

     11.    FURTHER RENT

            The Tenant shall also pay by way of further or additional rent all
     sums of money which become payable to the Landlord or its Agents by virtue
     of any provision of this Lease

     12.  VAT

          All sums payable under or in connection with this Lease in respect of
     rent or any other monies payable or taxable supplies received by the Tenant
     shall be deemed to be exclusive of Value Added Tax (or any similar tax
     which shall replace Value Added Tax) which may be chargeable thereon (but
     without any obligation upon the Landlord to exercise any election to waive
     exemption in respect of such tax) and upon the production by the Landlord
     to the Tenant of an invoice appropriate to that tax the Tenant shall pay
     and indemnify the Landord in respect of such tax in addition to those sums
     and the Landlord shall have the same remedies for non-payment of the tax as
     if the tax were part of the rent or other such moneys or supply

     13.  MARKET RENT

          The said market rent ("the Market Rent") shall be the amount which
     shall be agreed between the Landlord and the Tenant to be the open
     market rent for the time being reasonably obtainable as between a
     willing landlord and a willing tenant in respect of the Premises let as
     a whole (notwithstanding the provision for underletting herein
     contained) with vacant possession for a term equal to the residue of the
     term hereby granted or fifteen years whichever shall be the longer (in
     both cases commencing on the commencement of the relevant period)
     without payment of any fine or premium and in all other respects on the
     terms and conditions of this Lease (including the provision for the
     review of rent but excluding the amount of rent payable)

<PAGE>

     ASSUMPTIONS

     13.1 Upon the suppositions (if not facts):-

          13.1.1 That all parts of the Premises are then ready fit and
                 available for immediate use and occupation and could and
                 would be immediately occupied whether by any willing tenant
                 or under-tenant;

          13.1.2 That the Landlord and the Tenant have complied with all the
                 obligations on the part of the Landlord and the Tenant
                 respectively imposed by these presents (but without
                 prejudice to any rights of either party in regard thereto);
                 and

          13.1.3 That if the Premises or any part thereof or the means of
                 access thereto or any services enjoyed therewith shall have
                 been destroyed or damaged the same had before the relevant
                 period been fully reinstated; and

          13.1.4 That the whole of the Premises are then and will (throughout
                 the term required to be calculated for the purposes of such
                 lease) remain in good and substantial repair and condition
                 fit for immediate occupation and use; and

          13.1.5 That the Premises have been fully fitted out and equipped so
                 as to be ready for immediate occupation and use by such
                 willing tenant for the Assumed Use; and

          13.1.6 That the Premises have and will have throughout the term
                 required to be calculated for the purposes of such lease the
                 benefit of all necessary or appropriate rights easements
                 quasi-rights quasi-easements permissions approvals services
                 facilities or amenities (whether the same be required from the
                 Landlord or from any other person or authority) so as to enable
                 the willing tenant properly and beneficially to occupy use and
                 enjoy the Premises for the Assumed Use;

          13.1.7 That the willing Lessee and its potential assignees or
                 underlessees of the Demised Premises suffer no disadvantage
                 at the relevant review date or at any time during
                 the term arising from an actual or potential election by the
                 Landlord to waive exemption in respect of Value Added Tax
                 (or any similar tax which shall replace Value Added Tax) so
                 far as concerns rent payable or of any taxable supply received
                 by the Tenant under or in connection with this Lease

          13.1.8 That the Landlord is able to and does make full recovery of
                 Value Added Tax paid or payable on payments made by it in
                 connection with this Lease and which the Tenant is obliged
                 to reimburse the Landlord (whether by way of service charge
                 or otherwise) under the terms of this Lease
<PAGE>


          13.1.9    That for the purpose of this clause 13 the
                    Assumed Use shall mean as to the First and
                    Second Floors as offices only and as to the
                    Basement as storerooms, dark rooms and
                    studios only.

     DISREGARDS:

     13.2 Taking no account of :-

          13.2.1    Any goodwill attributable to the Premises by
                    reason of any trade or business carried on
                    therein by the Tenant or any permitted Under
                    tenant; and

          13.2.2    Any effect on rent of the fact that the
                    Tenant or any permitted Under tenant has
                    carried out any works to the premises (to
                    which the Landlord shall have given written
                    consent) excluding works carried out pursuant
                    to an obligation to the Landlord; and

          13.2.3    Any effect on rent of the fact that the
                    Tenant or any permitted Under tenant may have
                    been in occupation of the Premises; and

          13.2.4    Any effect on rent of the absence of any rent
                    free period or contribution towards fitting
                    out costs or other inducement which it might
                    then be the practice in the open market to
                    make or allow to tenants on a new letting
                    with vacant possession

          13.2.5    Any diminution of rental value which is
                    attributable to work carried out by or
                    anything done or omitted by the Tenant or any
                    such predecessor in title or other person as
                    aforesaid;

          13.2.6    Any effect on rental value of anything by
                    reason whereof the Premises fail to comply
                    with the lawful requirements of any competent
                    authority in respect of health or safety

          13.2.7    All restrictions whatsoever relating to rent
                    or to security of tenure contained in any Act
                    of Parliament and any directions thereby
                    given relating to any method of determining
                    rent as may be permitted by law

          13.2.8    Any adverse effect upon rent of any temporary
                    works operations or other activities on any
                    adjoining or neighbouring property;


     14.  REFERRAL TO EXPERT

     14.1 If in any circumstances whatsoever the Market Rent
          shall not have been agreed between the Landlord and the
          Tenant by the date three months before the commencement
          ("the Review Date") of any period ("the Review Period")
          of the Term for which a rent review is stipulated then
          the question may at any time thereafter at the joint
          expense of the parties be referred by either party to
          the decision of a Surveyor ("the Surveyor") practising
          in or having knowledge of rental values in the
          area in which the Premises are situate

     14.2 The Surveyor shall be mutually ayreed by the Landlord
          and the Tenant or in default of agreement to be
          nominated by the President for the time being of The
          Royal Institution of Chartered Surveyors


<PAGE>


     14.3 The Surveyor whether agreed or nominated as aforesaid
          shall act as an expert and not as an Arbitrator

     14.4 The Surveyor's decision shall be binding on both the
          Landlord and the Tenant but he shall be required to:-

          14.4.1    Afford the Landlord and the Tenant an
                    opportunity to make written representations
                    to him

          14.4.2    Afford the Landlord and the Tenant an
                    opportunity to comment on any such written
                    representations received by him

          14.4.3    Give written reasons for his decision


     15.  MEMORANDUM

          At the joint expense of the parties a deed of variation
          recording the Market Rent in the form set out in the
          First Schedule hereto shall be prepared and completed
          in duplicate forthwith after the same has been agreed
          or determined

     16.  LATE REVIEW

     16.1 In the event of the Market Rent not having been agreed
          or determined prior to any Review Date for any reason
          whatever then the Tenant shall continue to pay to the
          Landlord in the manner hereinbefore provided rent ("the
          Previous Yearly Rent") at the yearly rate payable
          immediately before such Review Date

     16.2 On the Rent Payment Date immediately following the date
          on which such agreement or determination shall have
          been made the Tenant shall pay to the Landlord:-

          16.2.1     the amount whereby the yearly rent agreed or
                     determined as aforesaid shall exceed the
                     Previous Yearly Rent but duly apportioned on
                     a daily basis

          16.2.2     interest on such amount at the rate of
                     Barclays Bank plc base rate from time to time
                     upon each and every quarterly instalment of
                     additional yearly rent which would have
                     fallen due on or after such Review Date if
                     the amount of the additional yearly rent had
                     been ascertained before such Review Date (the
                     amount of such interest being calculated on a
                     day to day basis in respect of each such
                     quarterly instalment of additional yearly
                     rent as aforesaid for the period from the
                     date upon which the relevant instalment would
                     have become payable if ascertained before
                     such Review Date up to and including the date
                     of payment )

     16.3 In the event that such rate shall cease to exist such
          other comparable rate of interest shall apply as the
          Landlord and the Tenant may from time to time agree or
          in default of agreement shall be determined by an
          Arbitrator appointed on the application of either party
          by the President for the time being of the Institute of
          Chartered Accountants in England and Wales in
          accordance with the Arbitration Acts 1950 to 1979.

     TENANTS COVENANTS

<PAGE>


           The Tenant HEREBY COVENANTS with the Landlord as
           follows:

     17.   TO PAY RENT ETC

     17.1  To pay the rents and Service Charge reserved at the
           times and in manner aforesaid without any deduction or
           abatement whatsoever (except as aforesaid)

     17.2  To reimburse to the Landlord on demand any charge to
           the Landlord by certificated bailiffs in connection
           with the collection of any of the said rents which are
           in arrear

     18.   TO PAY RATES ETC

           To pay (or in the absence of direct assessment on the
     Premises to repay to the Landlord a fair proportion of) all
     existing and future rates uniform business rate taxes
     impositions assessments and outgoings payable by law in
     respect of the Premises whether by the owner or occupier
     thereof other than any such arising from any transaction or
     dealing with the Premises by some person other than the
     Tenant or any person claiming through or under the Tenant
     including without prejudice to the generality of the
     foregoing all present and future payments for works under
     any Act or Acts of Parliament concerning buildings sewerege
     drainage the public health or any other public or local
     purposes (except tax authorised by statute to be deducted)

     19.   TO REPAIR

           At all times during the said term to keep the Premises
     and every part thereof and all additions thereto and the
     Landlord's fixtures and fittings thereon (but excluding
     boilers air conditioning plant and units radiators hoists
     pumps and other apparatus of a like nature) in good and
     substantial and decorative repair and condition

     20.   TO REPAIR PLANT

     20.1  Without prejudice to the generality of the foregoing
           paragraph at all times to keep all present and future
           lifts (the same being hereinafter referred to
           collectively or individually as "the Lifts") in or
           about the Premises or the Building in proper repair and
           in good working order and condition keeping the same
           free from rust and clean and oiled the presence running
           and operation thereof not to contravene any other
           provisions hereof and from time to time to replace
           renew and reinstate any parts of the Lifts which may
           become broken lost worn out or unfit for use

     20.2  The Tenant shall enter into a maintenance agreement in
           respect of the repair maintenance and servicing of the
           Lifts with a reputable Lift Contractor such agreement
           and Contractor to be approved by the Landlord such
           approval not to be unreasonably withheld or delayed and
           shall pay all sums of money due under such agreement
           and observe and perform all covenants conditions
           agreements and obligations contained in such agreement
           and to procure that the same is kept in force
           throughout the Term.

<PAGE>


     21.   TO PAINT

           To paint with two coats of good quality paint in a
     proper and workmanlike manner all the internal wood iron and
     other internal parts of the Premises heretofore or usually
     painted in every fifth year and in the last year or on
     sooner determination (howsoever determined) of the said term
     and after every internal painting to grain polish varnish
     distemper wash stop whiten and colour all such parts as are
     usually so treated and to repaper the parts usually papered
     with suitable paper of good quality PROVIDED THAT any
     painting in the last year of the Term shall be done in a
     colour to be approved by the Landlord such approval not to
     be unreasonably withheld or delayed

     22.   NO ALTERATIONS

     22.1  Not to pull down cut alter or injure any of the main
           walls foundations footings main timbers or external
           appearance or floors or ceilings of the Premises or
           make any additions thereto or suffer any waste spoil or
           destruction in or upon the Premises nor install a
           shopfront or shop fittings at the Premises And not to
           make or suffer to be made any alteration or addition to
           any non-structural part of the Premises without the
           previous consent in writing of the Landlord (such
           consent not to be unreasonably withheld) subject to the
           proviso that no such consent shall be required in the
           case of the Tenant installing demountable partitioning
           in the Premises And to carry out any work to which the
           Landlord may consent hereunder in a good and
           workmanlike manner with good and substantial materials
           and to the satisfaction of the Landlord in accordance
           with plans elevations sections and specifications
           previously approved in writing by the Landlord's
           Architect or Surveyor for the time being and to pay the
           fees of such Architect or Surveyor in relation thereto
           And at the expense of the Tenant to remove any such
           erections additions or alterations made without such
           previous consent in writing of the Landlord or in
           respect of which the permission of the appropriate
           Planning Authority is withdrawn or lapses and at the
           expense of the Tenant to comply with every order of
           such authority requiring the removal or demolition of
           or other work in connection with such erections
           additions or alterations and such cases the Tenant will
           at its own expense make good all damage caused by such
           removal demolition or other work and restore all parts
           of the Premises affected thereby to a state of good
           repair and condition PROVIDED THAT if the Landlord so
           requests to reinstate the Premises at the end of the
           Term (howsoever determined) and make good any damage
           caused as a consequence of such reinstatement

     22.2  Not save in accordance with the terms and
           conditions laid down by the Institution of
           Electrical Engineers and the regulations of the
           electricity supply authority to make any
           alteration or addition to the electrical
           installation in the Demised Premises and not to
           connect any apparatus thereto which might endanger
           or overload such installation and any part thereof

<PAGE>


     23.   NO OVERLOADING ENCROACHMENTS ETC.

           Not to overload or do any other thing which may in any
     manner weaken the structure of the Premises or at any time
     block up darken obstruct or obscure any external doorway
     passage windows light grating or opening belonging to the
     Premises or permit any new window light opening or other
     encroachment or easement to be made into against or upon the
     Premises and will at the request and cost of the Landlord
     adopt such means as may in the reasonable opinion of the
     Landlord be expedient for preventing any such encroachment
     or the acquisition of any such easement on or over the
     Premises

     24.   ENTRY TO ENFORCE REPAIRS

           To permit the Landlord and its agents with or without
     workmen and others twice a year at reasonable times in the
     daytime upon not less than 7 days prior notice to enter upon
     and view the condition and state of repair of the Premises
     and thereupon the Landlord may serve upon the Tenant notice
     in writing specifying any repairs and works necessary to be
     done and for which the Tenant is liable and require the
     Tenant within three months or sooner if requisite to execute
     the same and if the Tenant shall not within one month after
     service of such notice proceed diligently with the execution
     of such repairs and complete the same within the space of
     three calendar months from the date of the notice or sooner
     if  requisite then (without prejudice to any other rights of
     the Landlord under this Lease) in any of such cases to
     permit the Landlord to enter upon the Premises and execute
     such repairs and works and the proper and reasonable cost
     thereof shall be a debt due from the Tenant to the Landlord
     and be forthwith recoverable as rent in arrear

     25.  ENTRY FOR REPAIRS

          To permit the Landlord or its agents or workmen and
     also the Tenants or Occupiers of any adjoining or
     neighbouring premises at any time during the said term at
     reasonable hours in the daytime upon reasonable prior
     appointment (except in case of emergency) to enter upon the
     Premises for the purpose of executing works to or upon such
     adjoining or neighbouring premises

     26.  NO ALIENATION OF PART

          Nor to assign charge underlet or part with or share the
     possession or occupation of part only of the Premises save
     as hereinafter mentioned

     27.  ASSIGNMENT/CHARGE OF WHOLE

     27.1 Not to assign or charge the Premises as a whole without
          the previous written consent of the Landlord (such
          consent not to be unreasonably withheld or delayed)

     27.2 On any assignment of the Premises to procure that the
          Assignee enters into a covenant with the Landlord
          throughout the residue of the said term to pay the
          rents reserved by and perform and observe the covenants
          on the part of the Tenant

<PAGE>

          contained in this Lease and further if the Landlord
          shall in its reasonable discretion so require to obtain
          a reasonably acceptable Guarantor for any assignee or
          proposed assignee to whom this Lease is about to be
          assigned who shall covenant with the Landlord in the
          terms set out in the Second Schedule hereto

     28.  UNDERLETTING

     28.1 Not to underlet or part with or share possession or
          occupation of the whole of the Premises without the
          previous consent in writing of the Landlord such
          consent not to be unreasonably withheld or delayed nor
          to underlet or part with or share possession of
          occupation of part of the premises save that the tenant
          may with previous written consent in writing of the
          Landlord such consent not to be unreasonably withheld
          or delayed underlet the whole or any part of each of
          the first, second and basement floors provided that no
          more that four underlettings are created

     28.2 Upon the Landlord consenting to an underletting
          (whether immediate or derivate) of the Premises to
          procure that the underlease or sub-underlease shall:-

          28.2.1    in the case of an underletting of part only
                    of the Premises (as opposed to the whole)
                    exclude by Order of the Court under s.38(4)of
                    Part II of the Landlord and Tenant Act 1954
                    (as amended by the Law of Property Act 1969)
                    Sections 24 and 28 thereof in relation to the
                    said underlease or sub-underlease and that no
                    underlease or sub-underlease shall be created
                    unless such Order of the Court be obtained
                    and unless the aforementioned Sections are
                    excluded

          28.2.2    be made subject to the Tenant's covenants and
                    conditions herein contained so far as the
                    same shall apply to the underlet premises and

          28.2.3    shall contain:

                    28.2.3.1  an absolute covenant on the part of the
                              underlessee or sub-underlessee not to
                              assign or charge part only of the
                              underlet premises or underlet or part
                              with or share the possession or
                              occupation of any part (as opposed to
                              the whole) of the underlet premises

                    28.2.3.2  a qualified covenant on the part of the
                              underlessee or sub-underlessee not
                              without the previous consent in writing
                              of the Landlord for the time being of
                              this present Lease (the grant of which
                              shall be subject to the same provisos as
                              are hereinbefore set forth in this
                              clause) to assign charge underlet share
                              or part with possession or occupation of
                              the underlet premises as a whole

                    28.2.3.3  a covenant that the underlessee or
                              sub-underlessee will cause to be
                              inserted in every sub-underlease whether
                              immediate or derivative covenants on the
                              part of the


<PAGE>


                              relevant sub-underlessee
                              corresponding to this covenants in the
                              two preceding sub-clauses

     28.3.     Not to grant any underlease or permit any
               sub-underletting of or Licence to occupy the
               Premises or any part thereof otherwise than at a
               rent not less (proportionately) than the rent
               payable under the terms of these presents (without
               payment of premium) and upon such terms generally
               (including provisions as to the periodical review
               of rent in an upwards direction only and to the
               then current market rent at intervals and at dates
               to correspond with the dates for review of the
               rents hereby reserved and hereinbefore mentioned)

     29.  REGISTRATION

          Within one month of every assignment assent charge
     transfer underlease or sub-underlease or assignment of
     underlease or sub-underlease of or relating to the Premises
     or any part thereof to give notice thereof in writing with
     particulars thereof to the Solicitors for the time being of
     the Landlord and produce to them such assignment assent
     charge transfer underlease or sub-underlease or in the case
     of devolution of the interest of the Tenant not perfected by
     an assent within twelve months of the happening thereof to
     produce to the said Solicitors the Probate of the Will or
     Letters of Administration under which such devolution arises
     and to pay them their reasonable registration fee being not
     less than Twenty Pounds

    30.   FORFEITURE ETC EXPENSES

    30.1  To pay all proper expenses (including Solicitor' costs
          and Surveyors' fees incurred by the Landlord incidental
          to or  in contemplation of the preparation and service
          of a notice of proceedings under Sections 146 and 147
          of the Law of Property Act 1925 notwithstanding
          forfeiture is avoided otherwise than by relief granted
          by the Court or incidental to the preparation and
          service of a Schedule of Dilapidations at the end of
          the said term (howsoever determined) and if not paid
          within seven days of demand such expenses shall be
          recoverable as if they were rent in arrear

    30.2. In the event of the Tenant committing any breach
          of any covenant contained in this Lease whether
          for the payment of rent or otherwise whatsoever or
          of the Tenant applying to the Landlord for any
          consent or licence required by the Tenant then if
          the Landlord shall incur any costs charges and
          expenses including reasonable and proper
          Solicitors' costs Architects' fees and Surveyors'
          charges to indemnify the Landlord in respect
          thereof and if the same are not paid within seven
          days of demand they shall be recoverable as if
          they were rent in arrear

    31.   USER

          Not to use or permit or suffer the Premises to be used for any
          illegal or immoral purpose or for betting gaming or wagering or for
          any offensive trade or business or for the sale of alcohol and not
          to use or permit or suffer to be used the Premises

<PAGE>


          or any part thereof otherwise than as offices and/or studios (which
          expression "studios" shall for the avoidance of doubt include dark
          rooms for use in the photographic industry) in accordance with all
          statutory requirements applicable thereto and the Tenant shall not
          reside or sleep on the Premises

          or any part thereof or permit or suffer any person to reside or
          sleep thereon

     32.  NO NUISANCE REGULATIONS ETC

     32.1 Not to do or permit or suffer anything in or upon the Premises or
          any part thereof which may be or become a nuisance annoyance or
          cause damage or inconvenience to the Landlord or the tenants of the
          Landlord or the tenants or occupiers of other property in the
          neighbourhood or which may render the Landlord or the Tenant liable
          to any notice under any Public Health Act for the time being in
          force or for any purpose or in any way which would constitute a
          breach of any of the provisions of any private or public Act or
          Acts of Parliament for the time being in force or any regulations
          or bye-laws made thereunder or by any competent public or local
          authority whether affecting the Landlord or any of its present or
          future property (including the Premises) or which may be in any way
          calculated to injure any such property or do or suffer any other
          thing which may make void or voidable any insurance of the Premises
          and if at any time during the said term anything shall be done upon
          the Premises which shall cause the premium to be charged by any
          insurance office to exceed the average current rate for the time
          being in force to give notice thereof unto the Landlord and also to
          pay the extra premium so to be charged as aforesaid

     32.2 To observe and perform at all times the regulations set out in the
          Fourth Schedule hereto or such reasonable revisions amendments and
          additions thereto made by the Landlord from time to time in
          accordance with the prior notice in writing which shall be given to
          the Tenant PROVIDED THAT such regulations shall not conflict with
          the Tenant's use and occupation of the Premises

     33.  TO KEEP LANDLORD INFORMED

     33.1 Within seven days after the service upon the Tenant of any notice
          proposal or requirement or order made or served under any statute
          or statutory regulation or any statutory modification or
          re-enactment thereof and any regulation made thereunder forthwith
          to supply a true copy thereof to the Landlord and to join with the
          Landlord (if the Landlord deems it necessary) in raising any
          objections to the same and taking such action as may be deemed
          reasonably appropriate

     33.2 To notify the Landlord immediately in writing of any conviction
          judgment or finding of any court or tribunal relating to the Tenant
          (or if the Tenant is a body corporate any director other officer or
          major shareholder of the Tenant) of such a nature as to be likely
          to affect the decision of any insurer or underwriter to grant or to
          continue insurance of any of the Insured Risks


<PAGE>

     34.  ADVERTISEMENTS

          Not to affix or exhibit or to permit or suffer to be affixed or
          exhibited to or upon the external walls windows or other external
          parts of the Premises or within one metre from any external door
          window or other opening through which it is visible from outside
          the Premises any name flag placard sign poster signboard nameplate
          sunblind or other advertisement whatsoever without the prior
          consent in writing of the Landlord (such consent not to be
          unreasonably withheld)

     35.  PLATE GLASS

          To insure and to keep insured the plate glass windows of the
          Premises against damage or destruction in some insurance office or
          offices or with underwriters of repute to be directed by the
          Landlord and to pay all premiums necessary for this purpose within
          the usual days of grace after the same shall become due and
          whenever required produce to the Landlord or its agent the policy
          or several policies of such insurance and the receipts for the
          current year's premium and in each case of destruction of or damage
          to the plate glass windows with all convenient speed to expend all
          moneys received by virtue of such insurance in reinstating the same
          and to make up any deficiency out of its own money PROVIDED ALWAYS
          that if the Tenant shall fail to make and maintain any such
          insurance as aforesaid the Landlord may from time to time at its
          discretion effect and keep on foot such insurance and the Tenant
          will on demand repay to the Landlord all sums of money expended by
          it for that purpose Provided that if the Tenant shall with the
          Landlord's agreement (such agreement not to be unreasonably withheld)
          first undertake in writing to the Landlord to carry its own plate
          glass insurance and the Tenant shall in the event of damage
          occurring to the plate glass in the Premises forthwith make good all
          damage which shall occur to such plate glass as aforesaid and shall
          reinstate the said plate glass on being so damaged with like material
          to the reasonable satisfaction of the Landlord then the Landlord will
          not enforce this covenant

     36.  NO AUCTIONS ETC

          Not to hang place deposit or expose outside the Premises any goods
          articles or thing for sale or otherwise or cause or permit any
          obstruction to the entrance passages and other common portions of
          the said building and not to hold or permit to be held any sale by
          auction on the Premises

     37.  PLANNING

          In relation to the Town and Country Planning Acts 1971 to 1974 and
          the Town & Country Planning (Amendment) Act 1977 and the Local
          Government Planning and Land Act 1980 and any existing or future
          Act or enactment modifying or re-enacting or for similar purposes
          to the Acts and any rules regulations orders and directions made or
          given thereunder all of which are hereinafter referred to

<PAGE>


          collectively as "the Planning Acts" (an application for permission
          consent or approval under such Acts being hereinafter referred to
          as a "planning application" and "development" having the meaning
          assigned thereto in Section 22 of the Town and Country Planning Act
          1971 or that meaning as it may be amended or re-enacted from time
          to time or any meaning from time to time substituted for that
          meanings:-

     37.1 COMPLIANCE  At all times during the said term including
          any statutory continuation thereof to comply with all
          requirements of or having validity under the Planning Acts and
          with the conditions of any planning permission relating to the
          Premises and forthwith upon the receipt of any Notice or Order
          or any proposal for the same from a Planning Authority or
          Statutory Authority to give full particulars thereof to the
          Landlord and if required to produce such Notice Order or
          proposal to the Landlord and at the request and cost of the
          Landlord to make or join with the Landlord in making such
          objections or representations against or in respect of any
          Notice Order or proposal that the Landlord shall deem
          expedient

     37.2 NO DEVELOPMENT Not to make any planning application for
          development or carry out or cause to be carried out any
          development on the Premises without the prior written contract
          of the Landlord such consent not to be unreasonably withheld

     37.3 INDEMNITY  Except in so far as the Tenant cannot lawfully
          contract to do so to pay the whole amount of any levy charge
          or imposition assessed or imposed in respect of any
          development of the Premises or any permission consent or
          approval for such development the payment to be so made as to
          ensure that no part thereof shall become or remain longer than
          is avoidable recoverable from any person other than the Tenant
          or charged or chargeable upon any interest in the Premises
          other than that of the Tenant

     37.4 TO COMPLETE WORKS

          Unless the Landlord otherwise directs in writing to carry out
          before the end of the tenancy hereby granted (disregarding any
          statutory continuation thereof) any works required to be carried
          out to the Premises on or by a date subsequent thereto by reason of
          any limitation or condition imposed by a planning permission
          consent or approval implemented by or by a person deriving title
          through or under or acting on behalf of the Tenant or if the work
          cannot lawfully be done before the end of the tenancy as aforesaid
          to pay to the Landlord the estimated cost of carrying it out
          Provided that if application to the Court has been made for a new
          tenancy under Part II of the Landlord and Tenant Act 1954 this
          sub-clause shall apply to the date on which the tenancy as
          continued under the Act comes to an end and to produce to the
          Landlord or its agent when required in writing to do so

<PAGE>

          all such drawings documents and other evidence that the provisions
          of this covenant have been complied with as either of them may require

     38.  STATUTORY WORKS

     38.1 To execute all such works relating to the Premises as are or may
          under or in pursuance of the Offices Shops and Railway Premises Act
          1963 the Shops Acts the Factories Acts or any other Act or Acts of
          Parliament already or hereafter to be passed or under any bye-law
          regulation or order of any competent authority be directed to be done
          or required by any County Council or other local or public or Town
          Planning Authority to be executed at any time during the said term
          upon or in respect of the Premises whether by the Landlord or Tenant
          thereof

     38.2 At all times hereafter to indemnify the Landlord from and against
          all actions proceedings costs losses expenses claims and demands
          arising out of any failure by the Tenant to observe or perform any
          of its obligations under these presents in relation to the Planning
          Acts and non-compliance with all matters referred to in the
          preceding sub-clause

     39.  REINSTATEMENT

          On the expiration or sooner determination of the said term to carry
          out all such restoration and/or reinstatement of in or upon the
          Premises as the Tenant was under obligation to carry out upon or at
          any time prior to the determination of the said term

     40.  LAST SIX MONTHS

    40.1 To permit the Landlord during the six months immediately preceding
          the determination of the said term (howsoever determined) to affix
          and retain without interference upon any part of the Premises but
          not so as to obscure any windows of the Premises a notice for
          reletting the same and during the said six months and at any time
          during the said term in the event of the Landlord wishing to sell
          or otherwise deal with its reversion to permit persons with written
          authority from the Landlord or its agents at reasonable times of
          the day to view the Premises

     40.2 To permit the Landlord or its Surveyors or Agents at any reasonable
          time or times during ths last six months of the said term to enter
          the Premises or any part thereof during reasonable hours in the
          daytime and to take schedules or inventories of the fixtures and
          things to be yielded up at the expiration or sooner determination
          of the said term

     41.  YIELD UP

          To yield up the Premises with all Landlord's fixtures and additions
     thereto and the pipes and water and sanitary apparatus thereof at the
     determination of the term hereby

<PAGE>

     granted in good and substantial and decorative repair and condition in
     accordance with the covenants hereinbefore contained

     42.  COSTS

          To pay his own Solicitors costs and disbursements in connection
     with this Lease it being agreed that each party shall bear their own
     costs.

     43.  INDEMNITY

          To indemnify and keep indemnified the Landlord from liability in
     respect of any injury to or the death of any person damage to any
     property movable or immovable the infringement disturbance or
     destruction of any right easement or privilege or otherwise by reason of
     or arising directly or indirectly out of the repair state of repair
     condition or any alteration to or to the user hereinbefore permitted of
     the Premises and from all proceedings costs claims and demands of
     whatsoever nature in respect of any such liability or alleged liability

     44.  RESPONSIBILITY FOR ACTS OF OTHERS

          To be responsible for and to indemnify the Landlord against all
     damage occasioned to the Premises or any other part of the building of
     which the Premises form part or any adjacent or neighbouring premises or
     to any person caused by any act default or negligence of the Tenant or
     the servants agents licensees or invitees of the Tenant

     45.  COVENANTS

          To observe and perform the restrictive covenants conditions
     stipulations exceptions reservations easements and other matters
     referred to or contained in Title number NGL 468360 and to keep the
     Landlord indemnified against all actions proceedings costs claims and
     demands in any way relating thereto

     46.  EFFECTS LEFT

          The Tenant hereby irrevocably appoints the Landlord to be the
     Tenant's agent to store or dispose of any effects left by the Tenant on
     or about the Premises after the expiry or sooner determination of the
     term (howsoever determined) on any terms which the Landlord in the
     Landlords absolute discretion thinks fit 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

     47.  LANDLORDS COVENANTS

          THE Landlord HEREBY COVENANTS with the Tenant as follows:

     47.1 QUIET ENJOYMENT

          That the Tenant paying the rent hereby reserved and performing and
     observing the several covenants on his part herein contained shall
     peaceably hold and enjoy the Premises during the said term without any
     interruption by the Landlord or any person rightfully claiming under or
     in trust for the Landlord or by title paramount

<PAGE>

47.2 INSURANCE

          47.2.1  To insure and keep insured or cause to be insured the
                  Building and the Landlord's fixtures and fittings therein in
                  the name of the Landlord in a sum (including any incidental
                  expenses) not less than the full reinstatement value
                  thereof and the cost of site clearance against losses or
                  damage by the Insured Risks in some insurance office or
                  underwriters of repute and:-

                  (a)     to supply a summary of such insurance and evidence
                          of payment of the current premium to the Tenant on
                          request; and

                  (b)     to procure that a note of the Tenant's interest is
                          endorsed on the policy; and

                  (c)     to procure from the insurer a Notice of Waiver of its
                          right of subrogation against the Tenant; and

                  (d)     to notify the Tenant of any alteration or variation
                          in the terms of the insurance cover within seven
                          days of such alteration or variation being effected

          47.2.2. As often as any part of the Building shall be destroyed or
                  damaged by any of the Insured Risks (unless payment of any
                  money payable under any policy of insurance shall be wholly
                  or partially withheld or refused in consequence of any act,
                  neglect or default of the Tenant the Tenants  Undertenants
                  or their respective servants agents or licencees) to lay
                  out all monies received in respect of such insurance with
                  all convenient speed in rebuilding repairing or otherwise
                  reinstating the same or in providing such other premises as
                  the Landlord shall reasonably deem appropriate to replace
                  the Building so destroyed or damaged

47.3.     REPAIR AND MAINTENANCE

          47.3.1  To maintain repair and renew

                  (i)    the Main Structure of the Building

                  (ii)   the boundary walls and fences (if any) and the gutters
                         and rainwater pipes of the Building

                  (iii)  the service conduits serving the Building (other than
                         those within and serving only the Premises)

<PAGE>


                  (iv)   the entrance halls landings and staircases of the
                         Building

                  (v)    the means of access and egress over the carpark and
                         common areas over which the Tenant and other occupiers
                         are granted rights

                  (vi)   the fire fighting and alarm apparatus and the fire
                         escapes in the Building

                  (vii)  the boilers air conditioning plant and units radiators
                         hoists pumps and other apparatus of a like nature

          47.3.2. To use all reasonable endeavours to enter into and thereafter
                  exercise and enforce  the benefit of a Roof Guarantee ("the
                  Guarantee") to be provided by Integrated Polymer Systems
                  Limited ("the Guarantor") a specimen copy of which Guarantee
                  is annexed hereto and to inform the Tenant of the date of
                  installation as referred to in such Guarantee PROVIDED that
                  for so long as the Landlord shall fail to observe this
                  covenant the Tenant shall at no time during the term of the
                  Guarantee be liable to contribute towards the cost of the
                  maintenance repair or renewal of the roof of the Building in
                  so far as any such works are the responsibility of the
                  Guarantor under the Guarantee

          47.3.3  So far as practicable to provide for the lighting of and
                  keeping clean and furnished the common entrance halls landings
                  staircases fire escapes and other common parts of the Building
                  and (as appropriate) the carpark area
          47.3.4  To keep all the outside parts and all the inside parts (except
                  in so far as the same may have been demised) of both the
                  Building and the carpark area painted or otherwise decorated
                  or treated to the extent and in the manner to which or in
                  which such parts were prevlously or usually painted decorated
                  or treated at such intervals as the Landlord reasonably shall
                  determine all such work to be carried out with good quality
                  materials and in a good and workmanlike manner
          47.3.5  To pay all rates (including water rate) taxes assessments and
                  outgoings payable in respect of the Building and othe carpark
                  area save and except other premises comprised therein as shall
                  be designated for letting
          47.3.6  To comply with and ensure due compliance with all fire and
                  other regulations now or hereafter made by any competent
                  authority in relation to the Common Parts and the carpark
                  area

47.4.   SERVICES

        Unless prevent or restricted by any circumstances beyond its control
        the Landlord will as far as practicable provide the services more
        particularly referred to in the Third Schedule hereto or procure
        that the said services are provided

<PAGE>


47.5.   ACCESS

        In exercising all rights involving entry to the Premises to cause
        (and to ensure that those persons exercising such rights on its
        behalf cause) as little damage as is reasonably practicable to the
        Premises and as little inconvenience as possible to the occupiers
        and immediately to make good any damage to the Premises and to the
        Tenant's fixtures fittings and chattels therein

47.6.   EXTENSION OF THE BUILDING

        The Landlord so as to bind itself and successors-in-title covenants
        with the Tenant that the Building shall not any time during the term
        hereby created be extended or altered by the construction or erection
        of an additional floor on the Building

PROVISOS

        PROVIDED ALWAYS and IT IS HEREBY AGREED as follows:-

48.     FORFEITURE

        It shall be lawful for the Landlord at any time to re-enter
        upon the 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 of the Landlord in
        respect of any breach of the Tenant's covenants herein
        contained:-

48.1    If the rents hereby reserved or any part thereof shall at any
        time be unpaid for fourteen days after becoming payable (whether
        formally demanded or not) or

48.2    if any covenant on the Tenant's part herein contained shall not
        be performed or observed or
48.3    if the Tenant (being a Company) shall enter into liquidation
        whether compulsory or voluntary (save for the purpose of
        reconstruction or amalgamation) or
48.4    if a Receiver or an Administrative Receiver shall be appointed or
48.5    if the Tenant shall change its status from limited to unlimited
        or vice versa or
48.6    if the Tenant shall make any composition or enter into any arrangement
        with its creditors or permit any execution to be levied on the
        Premises or
48.7    if the Tenant (not being a Company) shall become bankrupt

49.     SUSPENSION OF RENT.

        In case the Premises or any part thereof or access thereto shall at
        any time be destroyed or damaged by any of the Insured Risks so as
        to be unfit for occupation or use then (unless the insurance policy
        or policies of the Premises shall have been vitiated and payment of
        the policy monies avoided either in whole or in part by reason of any
        act or default of the Tenant or of any occupier of the Premises
        or the Lessee or Occupier of any other part of the Building
        of which the premises form part) the rents and service charge hereby
        reserved or a fair and just proportion thereof according to the nature
        and extent of the damage sustained shall for a period from the date of
        such destruction or damage as aforesaid until the Premises

<PAGE>

                  shall have been rebuilt and reinstated and made fit for
                  occupation or use be suspended and cease to be payable
                  PROVIDED that if upon expiry of a period of twenty-four
                  months commencing on the date of the damage or destruction
                  the Premises shall not have been rebuilt and reinstated and
                  made fit for occupation or use then the Landlord or the
                  Tenant shall be entitled by giving three months notice in
                  writing to the other to terminate this Lease and upon the
                  expiration of such notice this Lease shall determine and
                  absolutely cease but without prejudice to any rights or
                  remedies that may have accrued to either party against the
                  other in respect of any breach of any of the covenants and
                  conditions contained in this Lease.

          50.     INTEREST

          50.1    If any rent or any other money payable by the Tenant to the
                  Landlord under this Lease shall not be paid on the days upon
                  which it is due the same shall be payable with interest
                  thereon at the rate of Three per centum above the base
                  lending rate of Barclays Bank Plc for the time being in force
                  calculated on a day to day basis from the said day upon which
                  it is due down to the date of payment

          50.2    In the event that such base rate shall cease to exist then
                  such other comparable rate of interest shall apply as the
                  Landlord and the Tenant may from time to time agree or in
                  default of agreement shall be determined by an Arbitrator
                  appointed on the application of either party by the President
                  for the time being of the Institute of Chartered Accountants
                  in England and Wales in accordance with the Arbitration Acts
                  1950 to 1979.

          51      INHERENT DEFECTS
                  Nothing in this Lease shall be construed as obliging the
                  Tenant to remedy any defect in the Premises or to
                  contribute towards the cost of remedying any defect in the
                  Building which is attributable to defective design
                  defective workmanship or defective supervision of the
                  construction of or the installation of anything in or on
                  the Premises or the Building PROVIDED THAT for the
                  avoidance of doubt and without prejudice to the generality
                  of the foregoing nothing in this Lease shall be construed
                  as obliging the Tenant to remedy or to contribute towards
                  the cost of remedying any damp in the floor or walls to
                  the basement of the Building.

          52.     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 Premises or any part
                  thereof any compensation under the Landlord and Tenant Act
                  1954 or any statute modifying or re-enacting the same

          53.     NOTICES
                  Any demand or notice under this Lease shall be made or
                  given in writing by the Landlord or the Landlord's
                  Solicitor or Agent and served upon the Tenant either
                  personally or by post addressed to the Tenant at the
                  address of the Tenant stated in this Lease or at the
                  address or place of business of the Tenant last known to
                  the Landlord or

<PAGE>


          the Premises A demand or notice so addressed and posted shall
          be deemed to be delivered forty-eight hours after posting and
          shall be effective notwithstanding that it be returned
          undelivered and notwithstanding the death of the Tenant

          54.     NO WAIVER
                  The receipt of rent on the part of the Landlord shall not
                  be and shall not be deemed to be a waiver of any of the
                  covenants provisions or conditions herein contained and on
                  the part of the Tenant to be observed and performed

          55.     INTERPRETATION  In this Lease where the context so admits:-

          55.1.   Words importing the neuter gender include the masculine and
                  feminine genders;

          55.2.   Words importing the singular number only include the plural
                  number and vice versa and where there are two or more
                  persons included in the expressions "the Tenant" "and the
                  Guarantor" respectively covenants expressed to be made by the
                  Tenant and the Guarantor respectively shall be deemed to be
                  made by such persons jointly and severally;

          55.3.   The expression "Superior Landlord" shall mean any landlord
                  (other than the Landlord) holding an estate or interest
                  in reversion on the Premises or on the said term whether
                  immediate to the Landlord or otherwise;

          55.4    The expression "the Landlord" shall where the context so
                  admits include the person for the time being entitled to
                  the reversion immediately expectant on the determination
                  of the term hereby created;

          55.5    The expression "the Tenant" shall where the context so
                  admits include its successors in title and permitted assigns;

          55.6.   Such of the division walls as divide the Premises from other
                  premises of the Landlord shall be deemed to be party walls or
                  fences and to belong in equal moieties (considered as divided
                  vertically down the middle throughout the whole length) to the
                  property on either side thereof

I N  W I T N E S S  whereof the parties hereto being Companies have caused their
respective Common Seals to be hereunto affixed and the parties hereto being
individuals have set their respective hands and seals the day and year first
above written

                               THE FIRST SCHEDULE

                    (Deed recording Rent payable on Review)

THIS DEED is made the ___ day of ___________ 19__ BETWEEN ____________ LIMITED
whose registered office is at _______________________________________
(hereinafter referred to as "the Landlord") of the first part of

________________________________________________________________________
  (hereinafter referred to as "the Tenant") of the secont part and of

<PAGE>


______________________________________________________________________________

(hereinafter referred to as "the Guarantor") of the third part

WHEREAS this Deed is supplemental to a Lease (hereinafter referred to as "the
Lease") dated the         day of         One thousand nine hundred and
and made between the Landlord of the first part the Tenant of
the second part and the Guarantor of the third part whereby the premises
therein described and shortly known as were demised to the Tenant for a term
of      years from the        day of      One thousand nine hundred and
at an annual rent of            POUNDS SUBJECT TO revision as
provided for in Clause         of the Lease

NOW THIS DEED WITNESSETH as follows :-

1.   PURSUANT to Clause              of the Lease the Landlord and the
     Tenant have agreed that the rent payable by the Tenant from the
     expiration of the               year of the term      created by the
     Lease shall be                 POUNDS per annum in lieu of
     POUNDS per annum

2.   THE Guarantor HEREBY AGREES to the revision of the rent pursuant to
     Clause of the Lease as hereinbefore

                       THE SECOND SCHEDULE

                           (GUARANTEE)


The Guarantor[s] at the request of the Assignee and in consideration of the
Licence and consent hereinbefore contained HEREBY [JOINTLY AND SEVERALLY]
COVENANT[S] AND GUARANTEE[S] with and to the Landlord in manner following
that is to say:-


1.   That the Assignee shall at all times during the said term duly pay the
respective rents reserved by the Lease at the times and in the matter at and
in which the same are thereby reserved and made payable and duly observe and
perform all the covenants on the part of the Tenant and the conditions
therein contained

2.   That the Guarantor[s] will at all times hereafter pay and make good to
the Landlord all losses costs damages and expenses occasioned to the Landlord
by the non-payment of the said rents or any of them or any part thereof or
the breach non-observance or non-performance of any of the said covenants and
conditions as aforesaid And further that any neglect or forbearance on the
part of the Lease in enforcing or giving time to the Assignee for payment of
the said rents or any of them or any part thereof or the observance or
performance of any of the said covenants and conditions shall not in any way
release the/any Guarantor[s] in respect of his [their] liability under the
covenant or guarantee on his part hereinbefore contained

3.   That if the Assignee shall be dissolved or (being an individual) shall
become bankrupt and the Liquidator or Trustee in Bankruptcy (as the case may
be) shall disclaim the Lease and if the Landlord shall within three months
after such disclaimer by notice in writing require the Guarantor[s] to accept
a Lease of the Demised Premises for a term commensurate with the


<PAGE>

residue which if there had been no disclaimer would have remained of the term
granted by the Lease at the like rents and containing the like covenants
conditions and provisions (other than the provisions relating to the
Gurantor[s]) in all respects as are reserved by and contained therein (such
new Lease and the rights and liabilities thereunder to take effect from the
date of such disclaimer as aforesaid) then and in such case the Guarantor[s]
shall at his [their] own expense take up such a Lease and deliver a duly
executed Counterpart thereof to the Landlord

4.   That if the Landlord shall not require the Guarantor[s] to take a Lease
of the Demised Premises pursuant to sub-clause (iii) above the Guarantor[s]
shall nevertheless upon demand pay to the Landlord a sum equal to the rent
that would have been payable under the Lease but for the disclaimer in
respect of the period from the date of the said disclaimer until the
expiration of three months therefrom or until the Demised Premises shall have
been re-let by the Landlord whichever shall first occur

                          THIRD SCHEDULE

                            (SERVICES)

1.   Keeping the entrance hall landings passages stairs lifts drains and soil
pipes intended for the common use and service of the occupiers of the
Building in good tenantable and sufficient repair and condition

2.   So far as reasonably practicable keeping the entrance hall landings
staircase and passages of the Building clean and properly lit and to cause to
be carried out normal cleaning of the common parts of the Building

3.   At all times

     a) Supplying hot water to the wash basins in the lavatories of the
Building and

     b) between the 1st day of October in one year and the 30th day of April
in the next year or such alterative period as the Landlord may from time to
time reasonably deem necessary and/or desirable using its best endeavours to
maintain an efficient heating system to the demised premises by means of the
existing radiators (if any) and heating plant.

4.   Provision maintenance and replacement of fire extinguishing
equipment

5.   Provision and replacement of carpets in the common parts of the Building

6.   Repair and maintenance of the access road railings gates and parking
area yard

7.   Decorating the exterior and common parts and washing down and cleaning
the exterior stonework and brickwork of the Building

8.   Compliance with any Act of Parliament Statutory Instrument Order or
Regulation or Local Bye-Law relating to the common parts of the Building

9.   Provision of any other service of facility and the making of any other
payment which may reasonably be required for the efficient running of the
Building and the comfort of the Tenant thereof including the provision of a
signwriter for the purpose of displaying in such manner as the Landlord shall
consider appropriate the name of the Tenant in the entrance hall

10.  Payment of insurance premiums as required by the Landlord to cover


<PAGE>


10.1      the Building Architects' and Surveyors' fees and loss of rent
          against fire and other risks from time to time insured by the Landlord
          and/or Superior Landlord

10.2      engineering insurances for lifts boilers and electrical and/or
          mechanical equipment installed in the Building

10.3      public liability insurance policies

11.       Payment of water rates for the Building

12.       Payment of general rates or uniform business rate until such time
          as the demised premises are separately assessed

                       THE FOURTH SCHEDULE

                  REGULATIONS OF THE BUILDING

1.   No tea leaves or other matter or things likely to cause an obstruction
or corrosion are to be placed or thrown in or down the waste pipes or W.C
lavatory basins or urinals

2.   All necessary steps shall be taken to prevent the overflow or waste of
hot or cold water

3.   The Tenant shall not interfere or permit any interference with the
heating appliances and installations apart from the normal switching on or
off of the appliances in the demised premises for the comfort of the
occupants thereof

4.   Apart from any self-operating lifts installed in the Building no person
other than the attendant employed for such purpose shall operate the lifts

5.   The Tenant shall not in any circumstances overload or permit any
overloading or other misuse of any of the lifts in the Building

6.   The Tenant shall not obstruct or permit any obstruction of or wedge open
the smoke doors in the Building

7.   The Tenant shall not obstruct that part of the forecourt shown cross
hatched black on the plan



THE COMMON SEAL of BANTRY INVESTMENTS        )

LIMITED was hereunder affixed in             )

the presence of:-                            )


     For and on behalf of E. Watkins Director
     Finsbury Corporate Services Ltd.


Secretary

FINSBURY SECRETARIES LIMITED

     SECRETARIES

Leonard Kasler & Company
20-21 Queenhithe
London EC4V 3DX.
Ref: MDB
Tel: 071 236 1826
Fax: 071 236 3328
DX: 42601 Cheapside
OIS: 0314b