<PAGE>


                                                                    Exhibit 10.2


DATED 14 OCTOBER 2002





                       (1) CEDAR HOUSE INVESTMENTS LIMITED

                                     - AND -

                              (2) UDATE.COM LIMITED

                                     - AND -

                               (3) UDATE.COM INC.



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

                                    AGREEMENT
                                for the lease of

                        2 Pride Place, Pride Park, Derby


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




<PAGE>



THIS AGREEMENT is made on              14 October              2002

BETWEEN the Landlord the Tenant and the Guarantor specified in the Particulars

1.       PARTICULARS

         LANDLORD:         Cedar House Investments Limited (company number
                           3381393 England) whose registered office is at
                           Millenium Way East, Phoenix Centre, Nottingham NG8
                           6AR

         TENANT:           Udate.Com Limited (company number 352465 England)
                           whose registered office is at New Enterprise House,
                           St Helens Street, Derby DE1 3GY

         GUARANTOR:        Udate. Com Inc. (company number FC 023038 United
                           States) whose registered office is c/o Melvyn Morris,
                           Redmire Gap, Intakes Lane, Turnditch, Derbyshire DE56
                           2LU

         PROPERTY:         2 Pride Place, Pride Park, Derby

         WORKS:            the works comprising the installation of a comfort
                           cooling system as more particularly described in the
                           Agreed Specification

2.       INTERPRETATION

         2.1      In this agreement the following expressions shall bear the
                  following meanings unless the context otherwise requires:

                  "AGREED SPECIFICATION" means the plans drawings and
                  specifications relating to the comfort cooling system attached
                  as appendix 1

                  "BUILDING CONTRACT" means the building contract in the form of
                  JCT Standard Form of Building Contract with Contractors Design
                  (1981 Edition) with amendments entered into by the Landlord in
                  respect of the Property (but for the avoidance of doubt
                  excluding the Works)

                  "BUILDING CONTRACTOR" means the building contractor under the
                  Building Contract

<PAGE>

                  "COLLATERAL WARRANTIES" means warranties in the form of the
                  drafts annexed hereto as appendix 2

                  "COMPLETION DATE" means two Working Days after the Practical
                  Completion Date

                  "DEVELOPMENT" means the construction of the Landlord's
                  proposed office development at Plot 3A, Pride Park, Derby in
                  accordance with the Building Contract

                  "EMPLOYER'S AGENT" means the person or firm appointed from
                  time to time by the Landlord to act as the employer's agent

                  "GUARANTOR" means the party so described in the Particulars
                  and its successors in title and assigns

                  "INSURED RISKS" means loss or damage by or in consequence of
                  fire storm tempest lightning explosion flood earthquake
                  aircraft and other aerial devices and things dropped therefrom
                  (in time of peace) impact by road vehicles riot civil
                  commotion malicious damage bursting and overflowing of water
                  tanks apparatus and pipes and such other risks against which a
                  reasonably prudent Landlord would normally insure from time to
                  time (subject in all cases to such excesses exclusions and
                  limitations as may be imposed by the insurers or underwriters
                  with whom such insurance is placed) except always such risks
                  as cannot reasonably be insured by the Landlord on
                  satisfactory terms or unusual commercial rates or as the
                  Landlord's insurers or underwriters have refused to insure

                  "LANDLORD" means the party so described in the Particulars and
                  its successors in title and assigns

                  "LEASE" means the lease of the Property to be granted by the
                  Landlord pursuant to clause 5.1

                  "LEASE PLAN" means the plan annexed to the draft form of lease
                  appended hereto

                  "NECESSARY CONSENTS" means all permissions consents licences
                  certificates authorisations building regulation approvals and
                  relaxations and other approvals which may be required from any
                  local or other competent authority statutory undertaker
                  service provider or fire officer to enable the Works to be
                  carried out

                  "PARTICULARS" means the particulars in clause 1

<PAGE>

                  "PRACTICAL COMPLETION DATE" means the date as at which the
                  Employer's Agent shall issue a statement that the Works have
                  been practically completed in accordance with the provisions
                  thereof

                  "PROPERTY" means the property specified in the Particulars for
                  identification only shown edged red on the Lease Plan

                  "TENANT" means the party so described in the Particulars and
                  its successors in title and assigns

                  "VAT" means value added tax and any tax of a similar nature
                  substituted therefor

                  "WORKING DAY" means any day other than a Saturday or a Sunday
                  or a day which is a public or statutory holiday in England

         2.2      The headings of clauses in this agreement are for convenience
                  only and shall not affect the construction thereof

3.       DEVELOPMENT OBLIGATIONS

         3.1      Subject to obtaining the Necessary Consents the Landlord shall
                  procure the carrying out and completion of the Works in
                  accordance in all material respects with the Agreed
                  Specification and the Necessary Consents

         3.2      The Works shall be carried out in all material respects in
                  accordance with the Agreed Specification but the Landlord may
                  (where reasonable to do so):

                  3.2.1    substitute other materials for those mentioned in the
                           Agreed Specification where the materials mentioned
                           are in short supply or cannot be obtained at
                           reasonable cost or are otherwise not readily
                           available but so that such alternative materials are
                           of a quality comparable to or better than the
                           materials which they replace and

                  3.2.2    subject to prior notification to the Tenant of any
                           material alteration vary or alter the Agreed
                           Specification in order to obtain any of the Necessary
                           Consents or to comply with the requirements of any
                           statute bye-law regulation or order or the lawful
                           requirements of any competent authority

         3.3      The Landlord shall use all reasonable endeavours to procure
                  that the Works are practically completed (as certified by the
                  Employer's Agent) by 29 January 2003 but the Tenant shall have
                  no claim against the Landlord in respect of any delays beyond

<PAGE>

                  the Landlord's control in carrying out or completing the Works
                  and the Tenant shall not be entitled to terminate or rescind
                  this agreement by reason of any such delay

         3.4      The Landlord shall use all reasonable endeavours at the cost
                  of the Landlord to enforce all rights and remedies which it
                  may have against the Building Contractor under the provisions
                  of the Building Contract in respect of any defect or other
                  fault in the Property which is due to bad workmanship or the
                  use of faulty materials or arises out of the design thereof
                  and in respect of which the Tenant shall have notified the
                  Landlord prior to 10 June 2003

         3.5      As soon as reasonably practicable after the date of this
                  agreement the Landlord shall procure the Collateral Warranties
                  for the Tenant

         3.6      The Landlord will procure that the Works are carried out:

                  3.6.1    in a good and workmanlike manner and in accordance
                           with good building practice to the reasonable
                           satisfaction of the Tenant

                  3.6.2    with good and suitable materials

                  3.6.3    in accordance with the necessary consents and plans

                  3.6.4    in compliance with all statutes statutory orders and
                           regulations made under or deriving validity from them
                           and any requirements and codes of practice of local
                           authorities and competent authorities affecting the
                           Works and

                  3.6.5    with due diligence; and

                  3.6.6    in accordance with the Building Contract

4.       INSPECTION

         4.1      The Landlord shall instruct the Employer's Agent to give to
                  the Tenant not less than five Working Days' notice of the
                  likely Practical Completion Date and the Tenant shall be
                  entitled to accompany the Employer's Agent on his inspection
                  prior to the issue of his statement of practical completion
                  and to make representations to the Employer's Agent at that
                  time as to reasons why such statement of practical completion
                  in respect of the Works should not be issued and the Employers
                  Agent will consider such representations before issuing the
                  statement

<PAGE>

         4.2      If the Employer's Agent decides not to issue a statement of
                  practical completion in respect of the Works following any
                  such inspection the procedure set out in clause 4.1 shall be
                  followed as often as occasion requires but the Employer's
                  Agent shall only be obliged to give three Working Days' notice
                  to the Tenant of any further inspection

         4.3      Notwithstanding the foregoing the decision as to whether to
                  issue any statement of practical completion in respect of the
                  Works shall be a matter within the reasonable discretion of
                  the Employer's Agent whose decision shall be final (save in
                  the case of manifest error)

         4.4      The Landlord shall procure that a copy of the statement of
                  practical completion in respect of the Works issued by the
                  Employer's Agent is supplied to the Tenant as soon as it is
                  issued

5.       AGREEMENT FOR LEASE

         5.1      Subject as is hereinafter provided the Landlord shall grant
                  and the Tenant shall accept (by delivering to the Landlord a
                  counterpart duly executed by the Tenant and the Guarantor) a
                  lease of the Property in the form of the draft annexed to this
                  agreement as appendix 3 and for the purposes thereof:

                  5.1.1    the term shall commence on the Completion Date

                  5.1.2    the Rent Commencement Date shall be the later of:

                           (a)      1 January 2003; or

                           (b)      (where the certificate of practical
                                    completion of the Works as referred to in
                                    clause 4 above has not been issued by the
                                    Employer's Agent within 4 weeks of the date
                                    of this Agreement) the date falling after 1
                                    January 2003 corresponding to the number of
                                    days after the date of this Agreement which
                                    it has taken the Employer's Agent to issue
                                    the certificate of practical completion of
                                    the Works referred to in clause 4 above

                  5.1.3    the Initial Rent shall be One Hundred and Eighty-Five
                           Thousand Five Hundred and Sixty Three Pounds and
                           Fifty Pence (pound sterling 185,563.50)

         5.2

<PAGE>

                  5.2.1    The Landlord's title to the Property is registered
                           with freehold title absolute at the Nottingham West
                           District Land Registry under title number DY303260

                  5.2.2    The Tenant having been supplied with copies of the
                           register entries and filed plan in respect of the
                           said title number the Tenant shall be deemed to
                           accept the Lease with full knowledge thereof and
                           shall not raise any objection or requisition in
                           respect of the same

         5.3      The grant of the Lease shall be completed at the offices of
                  the Landlord's solicitors before 5.30pm on the Completion Date
                  at which time

                  5.3.1    the Tenant shall deliver to the Landlord a
                           counterpart of the Lease duly executed by the Tenant
                           and the Guarantor

                  5.3.2    the Tenant shall pay rent in respect of the period
                           from the date provided for in clause 5.1.2 up to the
                           day preceding the next date thereafter specified in
                           the Lease for the payment of rent thereunder

         5.4      The Property is let subject to

                  5.4.1    all local land charges registered before on or after
                           the date hereof and all matters capable of
                           registration as local land charges

                  5.4.2    all notices served and all orders demands proposals
                           regulations or requirements made by any local or
                           other public authority or body before on or after the
                           date hereof

                  5.4.3    all actual or proposed charges notices orders
                           restrictions agreements conditions or other matters
                           arising under the Town and Country Planning Acts

                  5.4.4    the matters referred to in the registers of title
                           number DY303260 excluding financial charges (if any)
                           securing monies repayable by the Landlord

                  5.4.5    the rents reserved by and the rights exceptions and
                           reservations covenants and conditions to be contained
                           in the Lease

<PAGE>

6        INSURANCE

         6.1      The Property shall be at the risk of the Landlord until the
                  Completion Date at which time the provisions as to insurance
                  to be contained in the Lease shall take effect

         6.2      The Landlord will supply the Tenant with evidence of a valid
                  policy of insurance and endorsements made to it and produce
                  documentary evidence of its renewal including payment of
                  premiums if requested by the Tenant

         6.3      The Landlord will cause all the insurance monies to be applied
                  in the reinstatement of damage caused by an Insured Risk

7        VALUE ADDED TAX

         The consideration for all supplies for VAT purposes made or deemed to
         be made under or in connection with this agreement is exclusive of VAT
         which (where chargeable) shall be payable by the party receiving or
         deemed to be receiving the supply in question in addition at the rate
         for the time being in force

8        MISCELLANEOUS

         8.1      The benefit of this agreement is personal to the Tenant and
                  the Tenant shall not assign mortgage charge underlet or part
                  with or share its interest in this agreement and the Tenant
                  will itself accept take up and execute the counterpart of the
                  Lease and itself occupy the Property in accordance with the
                  Lease

         8.2      The Landlord shall be entitled to assign its interest in this
                  agreement at any time and if upon any assignment of this
                  agreement by the Landlord the assignee shall undertake to the
                  Tenant to observe and perform the Landlord's obligations
                  hereunder the Landlord shall be released from all liability
                  under this agreement which shall continue in force as if the
                  assignee had been a party hereto in place of the Landlord

         8.3      Unless otherwise specifically provided any notices or other
                  written communications required to be served or sent under the
                  terms of this agreement shall be delivered or sent by recorded
                  delivery to the registered office of the addressee

         8.4      Notwithstanding completion of the grant of the Lease this
                  agreement shall remain in full force and effect in respect of
                  anything remaining to be done performed or observed under this
                  agreement

<PAGE>

         8.5      After the grant of the Lease the Tenant shall not raise any
                  objection to or seek to restrain or interfere in any way with
                  the completion of the remainder of the Development
                  notwithstanding any nuisance annoyance or inconvenience which
                  may be caused thereby to the Tenant or its use of the Property

         8.6      Nothing herein contained or implied shall be construed as a
                  warranty on the part of the Landlord that the Property is or
                  will be fit for any particular purpose

         8.7      This agreement shall be construed in all respects in
                  accordance with English law

         8.8      Notwithstanding complied of the grant of the Lease the
                  Landlord will use its best endeavours (at the sole cost of the
                  Tenant) to promptly enforce the defects provisions in its
                  Building Contract for the Works against its Building
                  Contractor if prior to the expiry of the Building Contract
                  defects period (or relevant period) the Tenant notifies the
                  Landlord in writing of any defects to which such provisions
                  relate

9        GUARANTOR

         9.1      The Guarantor hereby undertakes and guarantees to and with the
                  Landlord that

                  9.1.1    the Tenant will duly observe and perform the
                           obligations on the part of the Tenant herein
                           contained and that the Guarantor will indemnify and
                           keep indemnified the Landlord from and against all
                           losses costs claims demands and liability whatsoever
                           arising out of any breach non-observance or
                           non-performance thereof

                  9.1.2    the Guarantor will itself execute the counterpart of
                           the Lease as guarantor but if the Tenant shall fail
                           to complete the Lease the Guarantor will on receipt
                           of notice from the Landlord take up and execute the
                           same as tenant thereunder

         9.2      No neglect or forbearance of the Landlord in endeavouring to
                  obtain payment of any monies which may become due under this
                  agreement or in enforcing observance and performance of any of
                  the agreements or stipulations herein on the Tenant's part
                  contained nor the fact that the Tenant may have assigned or
                  purported to assign its interest under this agreement nor the
                  liquidation receivership or administration of the Tenant nor
                  any other act or thing whereby but for this provision the
                  Guarantor would have been released shall in any way lessen or
                  affect the liability of the Guarantor hereunder

<PAGE>

10       EXCLUSION OF RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
         1999

         A person who is not party to this agreement shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this agreement This clause does not affect any right or remedy of any
         person which exists or is available otherwise than pursuant to that Act



SIGNED by                                                  )
for and on behalf of Cedar House Investments Limited       )

/s/ Neil B. Hartley




SIGNED by                                                  )
for and on behalf of Udate.Com Limited                     )

/s/ Mel Morris


SIGNED by                                                  )
for and on behalf of Udate.Com Inc.                        )

/s/ Mel Morris




Annexures     -    Specification
              -    Collateral Warranties
              -    draft lease (and plan)


<PAGE>


                                   APPENDIX 1

                AGREED SPECIFICATION (FOR COMFORT COOLING SYSTEM)





<PAGE>


                                   APPENDIX 2

                              COLLATERAL WARRANTIES





<PAGE>


                                   APPENDIX 3

                                  FORM OF LEASE



<PAGE>

DATED                                                                       2002
--------------------------------------------------------------------------------





                       (1) CEDAR HOUSE INVESTMENTS LIMITED

                                     - AND -

                              (2) UDATE.COM LIMITED

                                     - AND -

                               (3) UDATE.COM INC.





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

                                      LEASE
                                   relating to
                        2 Pride Place, Pride Park, Derby

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



              COMMENCES                                       2002
              TERM
              EXPIRES






<PAGE>


THIS LEASE is made on                                                       2002

BETWEEN the Landlord the Tenant and the Guarantor named in the Particulars

WITNESSES as follows:

1.       PARTICULARS

         LANDLORD:         Cedar House Investments Limited (company number
                           3381393 England) of Millenium Way East, Phoenix
                           Centre, Nottingham NG8 6AR


         TENANT:           Udate.Com Limited (company number 3524657 England)
                           whose registered office is at New Enterprise House,
                           St Helens Street, Derby DE1 3GY

         GUARANTOR:        Udate.Com Inc. (company number FC 023038 United
                           States) whose registered office is c/o Melvyn Morris,
                           Redmire Gap, Intakes Lane, Turnditch, Derbyshire DE56
                           2LU

         PREMISES:         the premises shortly known as 2 Pride Place, Pride
                           Park, Derby

         CONTRACTUAL TERM: 10 years from and including         2002

         RENT COMMENCEMENT
           DATE:           [To be determined pursuant to AFL]

         INITIAL RENT:     One Hundred and Eighty Five Thousand Five Hundred and
                           Sixty Three Pounds and Fifty Pence (pound sterling
                           185,563.50) per annum (exclusive of VAT)

         REVIEW DATES:     The 5th anniversary of the commencement date of the
                           Contractual Term and each and every fifth anniversary
                           of this date

         PERMITTED USE:    use of the Premises as Offices within class B1(a) of
                           the schedule to the Town and Country Planning (Use

--------------------------------------------------------------------------------
                                                                               2

<PAGE>

                           Classes) Order 1987 (notwithstanding any amendment or
                           revocation of such Order whenever made)

2.       DEFINITIONS AND INTERPRETATION

         2.1      DEFINITIONS

                  In this Lease wherever the context so admits the following
                  expressions shall have the following meanings respectively:

                  "1995 ACT" means the Landlord and Tenant (Covenants) Act 1995

                  "ACCESS ROAD" means the roadway and footpaths (if any) shown
                  edged brown on the Plan

                  "APPROVAL DATE" means in relation to an application to the
                  Landlord for consent hereunder the date on which such consent
                  is formally granted in writing

                  "CONDUITS" means all wires pipes sewers drains cables ducts
                  shafts gullies flues gutters watercourses soakaways and other
                  like conducting media of whatsoever nature (including all
                  meters and other apparatus used in connection with them) which
                  now are or may hereafter during the Perpetuity Period be laid

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

                  "ENVIRONMENTAL PROTECTION ACT" means the Environmental
                  Protection Act 1990 and any Act or Acts amending replacing or
                  modifying such Act for the time being in force or of a similar
                  nature and all orders and regulations thereunder for the time
                  being in force

--------------------------------------------------------------------------------
                                                                               3

<PAGE>

                  "GROUP COMPANY" means a company which is a member of the same
                  group of companies as the Tenant (as defined in section 42 of
                  the Landlord and Tenant Act 1954 (as amended))

                  "GUARANTOR" means the party (if any) stated as such in the
                  Particulars and includes the personal representatives of the
                  Guarantor and any other person who may from time to time
                  guarantee all or any of the Tenant's obligations under this
                  Lease

                  "INSURED RISKS" means loss or damage by or in consequence of
                  fire storm tempest lightning explosion flood earthquake
                  aircraft and other aerial devices and things dropped therefrom
                  (in time of peace) impact by road vehicles riot civil
                  commotion malicious damage bursting and overflowing of water
                  tanks apparatus and pipes and such other risks against which a
                  reasonably prudent Landlord would normally insure from time to
                  time (subject in all cases to such excesses exclusions and
                  limitations as may be imposed by the insurers or underwriters
                  with whom such insurance is placed) except always such risks
                  as cannot reasonably be insured by the Landlord on
                  satisfactory terms or usual commercial rates or as the
                  Landlord's insurers or underwriters have refused to insure

                  "LANDLORD" means the person for the time being entitled to the
                  reversion immediately expectant on the determination of the
                  Term (being at the date hereof the party stated as such in the
                  Particulars)

                  "LANDLORD'S SURVEYOR" means any duly qualified person
                  appointed by or acting for the Landlord including an employee
                  of the Landlord to perform the function of a surveyor for any
                  purposes of this Lease

                  "LEASE" means this Lease (including any schedule hereto) and
                  any document which is supplemental hereto or which is
                  collateral herewith or which is entered into pursuant to or in
                  accordance with the terms hereof

                  "LETTING UNIT" means the entirety of the part of the Premises
                  comprising any proportion of one floor severed medially
                  (excluding common areas) subject to a maximum of two on one
                  floor

--------------------------------------------------------------------------------
                                                                               4

<PAGE>

                  "LOSS OF RENT" means loss of three years' rent of the Premises
                  (including proper allowances for increases in rent pursuant to
                  the provisions for rent review herein contained)

                  "PARTICULARS" means the particulars in clause 1

                  "PERMITTED USE" means the use stated as such in the
                  Particulars

                  "PERPETUITY PERIOD" means the period of 80 years commencing on
                  the date of this Lease being the perpetuity period for the
                  purposes of section 1 of the Perpetuities and Accumulations
                  Act 1964 applicable to this Lease

                  "PLAN" means the plan or plans annexed hereto

                  "PLOT 3A" means the land and buildings shown edged blue on the
                  Plan

                  "PLANNING ACTS" means the Town and Country Planning Act 1990
                  the Planning (Listed Buildings and Conservation Areas) Act
                  1990 the Planning (Hazardous Substances) Act 1990 the Planning
                  (Consequential Provisions) Act 1990 and the Planning and
                  Compensation Act 1991 and any Act or Acts amending replacing
                  or modifying any of such Acts for the time being in force or
                  of a similar nature and all orders and regulations thereunder
                  for the time being in force

                  "PREMISES" means the land and premises so stated in the
                  Particulars and as more particularly described in part 1 of
                  schedule 1 and each and every part thereof together with the
                  appurtenances thereto belonging and together also with any
                  buildings and erections and each and every part thereof now or
                  hereafter erected or in the course of erection thereon or on
                  any part thereof together with all additions alterations and
                  improvements thereto which may be carried out during the Term
                  and shall also include all landlord's fixtures and fittings
                  from time to time in and about the same

                  "PRIDE PARK SERVICE CHARGE" has the same meaning as
                  "Rentcharges" contained in a transfer dated 17 November 1998
                  and made between ABB Real Estate Limited (1) ABB Daimler-Benz
                  Transportation (UK) Limited (2) Derby City Council (3) and DCC
                  Group Properties Limited (4)

--------------------------------------------------------------------------------
                                                                               5

<PAGE>

                  "RENT COMMENCEMENT DATE" means the date stated as such in the
                  Particulars

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

                  "STIPULATED RATE" means in relation to interest the rate per
                  annum of four per cent above the base rate from time to time
                  of National Westminster Bank Plc (or where such base rate is
                  not quoted over such other rate as would in the reasonable
                  opinion of the Landlord be the nearest equivalent thereto if
                  such base rate were quoted)

                  "TENANT" means the party stated as such in the Particulars and
                  shall include such party's successors in title to this Lease

                  "TERM" means the Contractual Term together with any
                  continuation or extension thereof (whether statutory or by the
                  Tenant holding over or for any other reason)

                  "VAT" means value added tax or any tax of a similar nature
                  that may be substituted for it or levied in addition to it

         2.2      INTERPRETATION

                  In this Lease unless there be something in the subject or
                  context inconsistent therewith:

                  2.2.1    Where the expressions the "Tenant" or the "Guarantor"
                           (if any) include two or more persons they shall
                           include the plural number and obligations expressed
                           or implied to be made by or with any of such persons
                           shall be deemed to be made by or with such persons
                           jointly and severally

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

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

--------------------------------------------------------------------------------
                                                                               6

<PAGE>

                  2.2.4    Any reference in this Lease to the Landlord's consent
                           shall include where necessary the consent of both the
                           Landlord and all superior landlords (if any)

                  2.2.5    Any references to a right exercisable by the Landlord
                           shall include where necessary the exercise of such
                           right by all superior landlords (if any) and all
                           persons authorised by the Landlord or any superior
                           landlord

                  2.2.6    References to any rights exercisable by the Tenant
                           shall be considered as exercisable by the Tenant any
                           Sub-Tenant or Sub-Tenants and all person properly
                           authorised by them

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

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

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

                  2.2.10   For the avoidance of any doubt expressions used in
                           the Particulars shall have the same meanings when
                           used elsewhere in this Lease

                  2.2.11   Any reference to a clause paragraph or schedule shall
                           be a reference to the clause or paragraph of or
                           schedule to this Lease so numbered

3.       DEMISE RENT AND RENT REVIEW

         3.1      DEMISE AND RENT

                  In consideration of the rents hereinafter reserved and of the
                  covenants and conditions hereinafter contained the Landlord
                  with limited title guarantee hereby


--------------------------------------------------------------------------------
                                                                               7

<PAGE>

                  demises unto the Tenant all that the Premises together with
                  the rights (if any) contained or referred to in part 2 of
                  schedule 1 except and reserving as provided in part 3 thereof
                  to hold the same subject to and (insofar as the Landlord has
                  the power to grant the same) with the benefit of the matters
                  (if any) referred to in part 4 of that schedule unto the
                  Tenant for the Contractual Term yielding and paying therefor
                  unto the Landlord yearly during the Term and so in proportion
                  for any less period than a year without any deduction or set
                  off FIRST the clear yearly rent (exclusive of VAT) ascertained
                  in accordance with clause 3.2 such rent (if the Landlord so
                  requires) to be paid by banker's standing order direct debit
                  or other accepted means for the transmission of money which
                  the Landlord may from time to time reasonably nominate by
                  equal quarterly payments in advance on the four Rent Days in
                  every year the first payment (for the period beginning on the
                  Rent Commencement Date and ending on the day preceding the
                  next succeeding Rent Day and calculated by multiplying the
                  said yearly rent by the fraction of which the numerator is the
                  number of days between those dates (both included) and the
                  denominator is 365) to be made on the date hereof SECONDLY by
                  way of additional rent all such monies as shall become payable
                  in accordance with clause 4.3 THIRDLY by way of additional
                  rent on demand all such monies as shall become payable in
                  accordance with clause 6.2.1 FOURTHLY by way of additional
                  rent all other amounts (including VAT) payable to the Landlord
                  under this Lease and FIFTHLY by way of additional rent 30% of
                  the Pride Park Service Charge attributable to Plot 3A

         3.2      RENT REVIEW

                  The yearly rent referred to in clause 3.1 shall be ascertained
                  as follows:

                  3.2.1    Until the first Review Date such yearly rent shall be
                           the Initial Rent

                  3.2.2    From and including each successive Review Date such
                           yearly rent shall be a rent equal to the rent
                           previously hereby reserved immediately prior to that
                           Review Date or such revised rent ("REVISED RENT") as
                           may be ascertained as hereinafter provided whichever
                           be the greater


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                                                                               8

<PAGE>

                  3.2.3    The Revised Rent payable from any Review Date may be
                           agreed at any time between the Landlord and the
                           Tenant or (in the absence of agreement) determined
                           not earlier than the relevant Review Date at the
                           option of either party either by an arbitrator or by
                           an independent valuer (acting as an expert and not as
                           an arbitrator) such arbitrator or valuer to be a
                           partner in a principal firm of Chartered Surveyors
                           practising in either Nottinghamshire or Derbyshire
                           who is experienced in the letting and valuation of
                           premises comparable with the Premises and to be
                           nominated in the absence of agreement by or on behalf
                           of the President for the time being of the Royal
                           Institution of Chartered Surveyors on the application
                           of the Landlord or the Tenant made not earlier than
                           six months before the relevant Review Date and so
                           that in the case of such arbitration or valuation the
                           Revised Rent to be awarded or determined by the
                           arbitrator or valuer shall be such as he shall decide
                           should be the Open Market Rent at the relevant Review
                           Date

                  3.2.4    For the purposes of this clause 3.2 "OPEN MARKET
                           RENT" means the yearly rent (exclusive of any VAT
                           chargeable thereon) at which the Premises might
                           reasonably be expected to be let on the relevant
                           Review Date in the open market by a willing landlord
                           to a willing tenant (which shall include the Tenant)
                           with vacant possession and without payment of a fine
                           or premium for a term commencing on the relevant
                           Review Date equal to the then unexpired residue of
                           the Term or 10 years (whichever shall be the longer)
                           and in all other respects on the terms and conditions
                           of this Lease (other than the amount of rent but
                           including the provisions for rent review at five
                           yearly intervals) assuming (if not facts):

                           3.2.4.1  that the Premises are ready fit and
                                    available for immediate occupation and use
                                    fitted out to the requirements of the
                                    willing tenant and ready for trading and
                                    that if the Premises or any part thereof
                                    shall have been destroyed or damaged the
                                    same have or has been


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                                                                               9

<PAGE>

                                    fully restored unless the Failure to
                                    reinstate the Premises is due to any act or
                                    omission of the Landlord

                           3.2.4.2  that rent commences to be payable on the
                                    relevant Review Date and that at such date
                                    the willing tenant has already enjoyed the
                                    benefit of any rent free period or other
                                    rental concession or incentive which on a
                                    new letting with vacant possession might be
                                    granted to an incoming tenant in respect of
                                    the carrying out by such incoming tenant of
                                    fitting out works to the Premises

                           3.2.4.3  that the covenants herein contained on the
                                    part of the Landlord and the Tenant have
                                    been fully performed and observed

                           3.2.4.4  that no work has been carried out to the
                                    Premises whether by the Tenant or any other
                                    person which has reduced the lettable floor
                                    area of the Premises or has otherwise
                                    diminished the rental value of the Premises
                                    when the works have been carried out in
                                    accordance with clause 4.12

                           3.2.4.5  that the willing tenant is a taxable person
                                    for the purposes of the legislation relating
                                    to VAT and is able to recover all input tax
                                    paid by it as a credit against output tax or
                                    otherwise

                           there being disregarded:

                           3.2.4.6  the fact that the Tenant its sub-tenants or
                                    their respective predecessors in title have
                                    been in occupation of the Premises

                           3.2.4.7  any goodwill attached to the Premises by
                                    reason of the carrying on thereat of the
                                    business of the Tenant its sub-tenants or
                                    their respective predecessors in title


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                                                                              10

<PAGE>

                           3.2.4.8  any effect on the rental value of the
                                    Premises attributable to the existence at
                                    the relevant Review Date of any improvement
                                    to the Premises or any part thereof carried
                                    out with consent where required otherwise
                                    than in pursuance of an obligation to the
                                    Landlord or its predecessors in title by or
                                    carried out in accordance with Clause 4.7
                                    and at the sole cost of the Tenant its
                                    sub-tenants or their respective predecessors
                                    in title during the Term or during any
                                    period of occupation prior thereto arising
                                    out of an agreement to grant the Term

                           3.2.4.9  any effect on rental value of any obligation
                                    of the Tenant to remove alterations or to
                                    restore or reinstate the Premises

                  3.2.5    In case the Revised Rent is determined by arbitration
                           the arbitration shall be conducted in accordance with
                           the Arbitration Act 1996 or any statutory
                           modification or re-enactment thereof for the time
                           being in force and it is the intention of the parties
                           that the arbitrator appointed shall be entitled to
                           make an interim award and shall make a reasoned final
                           award

                  3.2.6    In case the Revised Rent is determined by a valuer as
                           aforesaid

                           3.2.6.1  the fees and expenses of the valuer
                                    including the cost of his appointment shall
                                    be borne as the valuer shall direct

                           3.2.6.2  the valuer shall afford to each of the
                                    parties hereto an opportunity to make
                                    representations in writing to him and

                           3.2.6.3  if the valuer shall die delay or become
                                    unwilling or incapable of acting or if for
                                    any other reason the President for the time
                                    being of the Royal Institution of Chartered
                                    Surveyors or the person acting on his behalf
                                    shall in his absolute discretion think fit
                                    he may by


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                                                                              11

<PAGE>

                                    writing discharge the valuer and appoint
                                    another in his place

                  3.2.7    When the amount of any rent to be ascertained as
                           hereinbefore provided shall have been so ascertained
                           memoranda thereof shall thereupon be signed by or on
                           behalf of the Landlord the Tenant and the Guarantor
                           and annexed to this Lease and the counterpart thereof

                  3.2.8    If the Revised Rent payable on and from any Review
                           Date has not been agreed by the relevant Review Date
                           rent shall continue to be payable at the rate
                           previously payable and forthwith upon the Revised
                           Rent being ascertained the Tenant shall within 10
                           days pay to the Landlord a sum equal to the
                           difference between rent at the rate of the Revised
                           Rent in respect of the period commencing on the
                           relevant Review Date and ending on the day preceding
                           the Rent Day immediately following such ascertainment
                           and rent actually paid by the Tenant in respect of
                           such period together with interest at 4% below the
                           Stipulated Rate on each instalment of such difference
                           from the date on which each instalment would have
                           been payable (had the rent review been determined by
                           the Review Date) until actual payment and for this
                           purpose the Revised Rent shall be deemed to have been
                           ascertained on the date when the same has been agreed
                           between the parties or as the case may be the date of
                           the award of the arbitrator or of the determination
                           by the valuer

                  3.2.9    If at any Review Date by reason or in consequence of
                           any legislation for the time being in force it shall
                           not be possible to review the rent payable hereunder
                           in accordance with the terms of this Lease or there
                           shall be some restriction on the right of the
                           Landlord to demand or to accept payment of the full
                           amount of the rent for the time being payable under
                           this Lease then on each occasion that such
                           legislation is revoked relaxed or modified the
                           Landlord shall be entitled to give not less than 1
                           months notice to the Tenant written notice calling
                           for a review of the rent payable hereunder as from
                           the date of service of such notice on the Tenant (or
                           such later date as may be specified


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                                                                              12

<PAGE>

                           therein) in the manner hereinbefore provided for and
                           the provisions of this clause 3.2 shall apply
                           (mutatis mutandis) as if the date of service of such
                           notice on the Tenant (or such later date as may be
                           specified therein) is a Review Date hereunder

                  3.2.10   For the avoidance of any doubt

                           3.2.10.1 time shall not be of the essence for the
                                    purposes of this clause 3.2 and

                           3.2.10.2 under no circumstances shall the rent
                                    payable from and including any Review Date
                                    be less than the rent hereby reserved
                                    immediately prior to such Review Date there
                                    being disregarded for this purpose any
                                    abatement of rent pursuant to clause 6.3 and
                                    any such legislation or restriction as is
                                    referred to in clause 3.2.9 in force at such
                                    Review Date

4.       TENANT'S COVENANTS

         The Tenant hereby covenants with the Landlord as follows:

         4.1      RENT

                  To pay the several rents reserved by this Lease at the times
                  and in manner aforesaid together with any interim rent or
                  rents at any time agreed or ordered without any deductions and
                  not to exercise or seek to exercise any right or claim to
                  withhold rent or any right or claim to legal or equitable
                  set-off

         4.2      OUTGOINGS

                  4.2.1    To bear pay and discharge and indemnify the Landlord
                           against all existing and future rates taxes duties
                           levies charges assessments impositions and outgoings
                           whatsoever whether parliamentary parochial local or
                           of any other description and whether or not of a
                           non-recurring nature (save those of a capital nature)
                           which are now or may at any time hereafter during the
                           Term be charged levied


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                                                                              13

<PAGE>

                           assessed or imposed upon or payable in respect of the
                           Premises or any part thereof or upon any occupier or
                           other person interested in respect thereof except
                           only taxation (other than VAT) assessed upon the
                           Landlord in respect of its revenue derived from its
                           reversionary interest in the Premises or any dealing
                           by it therewith

                  4.2.2    If the Landlord shall suffer any loss of rating
                           relief which may be applicable to empty premises
                           after the end of the Term by reason of such relief
                           being allowed to the Tenant in respect of any period
                           before the end of the Term to make good such loss to
                           the Landlord

                  4.2.3    To be solely responsible for and promptly to pay all
                           costs and charges for water gas electricity telephone
                           and any other services used or consumed in the
                           Premises including all meter rents and standing
                           charges but so that the Landlord shall not be
                           responsible for any interruption or failure in the
                           supply of any such services

         4.3      INTEREST ON ARREARS

                  If and whenever the Tenant shall fail to pay the rents or any
                  other monies due under this Lease within 21 days of the due
                  date (in respect of the Rent whether formally demanded or not)
                  or the Landlord shall with good reason refuse to accept the
                  same then (without prejudice to any other right or remedy of
                  the Landlord including the right of re-entry hereinafter
                  contained) the Tenant shall pay to the Landlord (in respect of
                  the Rent whether formally demanded or not) interest at the
                  Stipulated Rate on such rents or other monies as the case may
                  be from 14 days of the date when the same became due until
                  payment thereof (as well after as before judgment)

         4.4      COMMON FACILITIES

                  To pay a fair and proper contribution towards the reasonable
                  cost and properly incurred expense of constructing repairing
                  rebuilding renewing (where beyond economic repair) lighting
                  cleansing and maintaining all things the use of which is
                  common to or capable of being used in common with the Premises
                  and other premises (such contribution to be assessed by the
                  Landlord's Surveyor (save in


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                                                                              14

<PAGE>

                  the case of manifest error) and in default of payment on
                  demand to be recoverable as rent in arrear) including for the
                  avoidance of doubt the Access Road

         4.5      REPAIRS

                  4.5.1    At all times during the Term to keep and maintain the
                           Premises in good and substantial repair and condition
                           (damage by the Insured Risks excepted save to the
                           extent that payment of any insurance monies is
                           withheld by reason of or arising out of any act
                           omission neglect or default of the Tenant or any
                           sub-tenant or their respective servants agents
                           licensees or invitees)

                  4.5.2    To keep in good and safe repair all Conduits
                           exclusively serving the Premises and to indemnify the
                           Landlord against all liability howsoever arising from
                           any failure to repair or the misuse or overloading of
                           any Conduits serving the Premises

                  4.5.3    To maintain in good and serviceable repair and
                           condition the Landlord's fixtures and fittings and
                           all apparatus plant machinery and equipment
                           (including but without prejudice to the generality of
                           the foregoing any lifts or lift shafts and any
                           heating or air conditioning systems and any sprinkler
                           system) in or upon the Premises and to replace such
                           of them as may become worn out lost unfit for use or
                           destroyed by substituting others of a like or more
                           modern nature and of good quality and if the Landlord
                           shall at any time so require to enter into agreements
                           upon terms first approved in writing by the Landlord
                           with the manufacturers thereof or with approved
                           maintenance contractors for the regular inspection
                           and servicing of the same

                  4.5.4    To remedy any breach of covenant and to repair and
                           make good all defects decays and wants of repair in
                           respect of the Premises of which notice in writing
                           shall be given by the Landlord to the Tenant and for
                           which the Tenant may be liable hereunder within two
                           calendar months after the giving of such notice
                           provided that in the


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                                                                              15

<PAGE>

                           case of default by the Tenant it shall be lawful for
                           (but not obligatory upon) the Landlord (but without
                           prejudice to the right of re-entry hereinafter
                           contained or other rights of the Landlord with regard
                           thereto) to enter upon the Premises and remedy the
                           breach and/or make good such defects decays and wants
                           of repair and the reasonable cost thereof and all
                           properly incurred expenses (including surveyors' and
                           other professional fees) together with interest
                           thereon at the Stipulated Rate from the date of
                           demand by the Landlord until payment by the Tenant as
                           well after as before judgment shall be a debt due
                           from the Tenant to the Landlord and be forthwith
                           recoverable by action

                  4.5.5    To keep the Premises clean and in a neat and tidy
                           condition and keep all rubbish and waste in enclosed
                           receptacles on the Premises or where the Landlord
                           directs and to empty the same at least once a week

                  4.5.6    To clean as often as may be requisite the inside and
                           outside of the window panes and frames of the
                           Premises

                  4.5.7    To maintain any trees shrubs and landscaped areas on
                           the Premises

         4.6      DECORATION

                  4.6.1    In every third year of the Term and also in the last
                           three months thereof howsoever determined to Decorate
                           in a tint or colour to be approved by the Landlord's
                           Surveyor (such approval not to be unreasonably
                           withheld or delayed) the outside of the Premises
                           provided always that the Tenant shall not be obliged
                           by this or any other provision in this Lease to
                           decorate the Premises more than once in any 2 year
                           period

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


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                                                                              16

<PAGE>

                           the Premises provided always that the Tenant shall
                           not be obliged by this or any other provision in this
                           Lease to decorate the Premises more than once in any
                           2 year period

                  4.6.3    So often as may be necessary but not less often than
                           in every tenth year of the Term and also in the last
                           year thereof howsoever determined to have
                           professionally treated in accordance with the best
                           approved manner for cleansing preserving and
                           protecting the same all the external surfaces of the
                           Premises and all additions thereto

         4.7      ALTERATIONS

                  4.7.1    Not to erect any new building or structure on the
                           Premises nor to cut injure maim remove or alter any
                           of the roofs load-bearing walls columns floors
                           timbers stanchions beams supports girders or other
                           structural parts of the Premises nor to merge the
                           Premises with any adjoining premises

                  4.7.2    Not to make any alteration or addition (whether
                           structural or non-structural) to the exterior of the
                           Premises or to the external appearance of the
                           Premises

                  4.7.3    Not to make any internal non-structural alteration or
                           addition whatsoever of in or to the Premises except

                           4.7.3.1  with the prior written consent of the
                                    Landlord (which shall not be unreasonably
                                    withheld or delayed)

                           4.7.3.2  subject to such terms and conditions
                                    (including provision for reinstatement at
                                    the Tenant's cost on the expiration or
                                    sooner determination of the Term) as the
                                    Landlord may reasonably require

                           4.7.3.3  in accordance with drawings and
                                    specifications previously submitted in
                                    triplicate to and approved in writing by or
                                    on behalf of the Landlord (such approval not
                                    to be unreasonably withheld or delayed) and


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                                                                              17

<PAGE>

                           4.7.3.4  after having obtained and supplied to the
                                    Landlord copies of all requisite consents
                                    licences and permissions for the carrying
                                    out of such works from any local public or
                                    other authority or body and after the
                                    Landlord shall have notified the Tenant in
                                    writing that the same are satisfactory to it
                                    (such notification not to be unreasonably
                                    withheld or delayed)

                  4.7.4    Not to make or carry out any alteration addition or
                           extension to any of the water gas electricity and
                           other public utility service systems serving the
                           Premises except with the prior written consent of the
                           Landlord (which shall not be unreasonably withheld or
                           delayed) and in accordance with the relevant codes of
                           practice of the statutory undertaker concerned and to
                           supply to the Landlord upon request an adequate
                           drawing or drawings showing the actual position of
                           all pipes wires cables and other services within the
                           Premises installed amended or extended by the Tenant

                  4.7.5    In the event of the Tenant failing to observe this
                           covenant it shall be lawful for the Landlord and its
                           agents or surveyors with or without workmen and
                           others and all persons authorised by the Landlord
                           with any necessary materials and appliances to enter
                           upon the Premises and remove any alterations or
                           additions and execute such works as may be necessary
                           to restore the Premises to their former state and the
                           reasonable cost thereof and all properly incurred
                           expenses (including surveyors' and other professional
                           fees) together with interest thereon at the
                           Stipulated Rate from the date of expenditure by the
                           Landlord until payment by the Tenant as well after as
                           before judgment shall be a debt due from the Tenant
                           to the Landlord and be forthwith recoverable by
                           action

                  4.7.6    Subject to the Landlord's prior consent (such consent
                           not to be unreasonably withheld) the Tenant may
                           install and remove internal demountable partitions if
                           he gives notice of the Works to the Landlord within
                           one month of completion of the Works


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                                                                              18

<PAGE>

         4.8      ENTRY

                  To permit the Landlord and its agents and all persons
                  authorised by them with or without workmen and appliances at
                  all reasonable times and upon reasonable prior notice to enter
                  the Premises

                  4.8.1    to examine the state of repair and condition thereof
                           the Landlord making good as soon as reasonably
                           practicable any damage thereby caused when such
                           opening up reveals no breaches

                  4.8.2    to check and take inventories of the Landlord's
                           fixtures and fittings and the plant machinery and
                           equipment therein

                  4.8.3    to repair and maintain the Premises

                  4.8.4    where the same cannot otherwise reasonably be
                           undertaken to repair and maintain or execute any work
                           upon any adjoining or neighbouring premises belonging
                           to the Landlord or to cleanse empty repair or renew
                           any Conduits serving or belonging to the same or to
                           construct any building or other erection on such
                           adjoining or neighbouring premises all physical
                           damage occasioned thereby to the Premises being made
                           good as soon as reasonably possible

                  4.8.5    for any other reasonable purpose (including
                           measurement and inspection in relation to any rent
                           review hereunder or any renewal of this Lease)
                           connected with the interest of the Landlord in the
                           Premises or any dealing therewith or

                  4.8.6    to exercise the rights herein excepted and reserved

         4.9      USE

                  4.9.1    Subject always to the following provisions of this
                           clause 4.9 not to use the Premises otherwise than for
                           the Permitted Use and in accordance with the
                           requirements and conditions of any planning
                           permission authorising such use from time to time


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                                                                              19

<PAGE>

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

                  4.9.3    Not to use the Premises for any noxious noisy or
                           offensive trade or business and not to hold any sale
                           by auction or public show nor keep any live animals
                           or birds on the Premises and not to allow on the
                           Premises anything which is or may become dangerous
                           offensive combustible inflammable radioactive or
                           explosive

                  4.9.4    Not to trade or display goods outside the Premises
                           nor to cause any obstruction outside the Premises

                  4.9.5    Not to use on the Premises any machine (other than
                           machinery normally associated with the Permitted Use
                           and which where appropriate shall be mounted so as to
                           minimise noise and vibration) without the written
                           consent of the Landlord and not to use on the
                           Premises any machinery or sound reproduction or
                           amplifying equipment which shall be noisy or cause
                           vibration or be a nuisance disturbance or annoyance
                           to the Landlord or the owners and/or occupiers of any
                           adjoining or neighbouring premises

                  4.9.6    Not to do anything which imposes any excessive load
                           or strain on the Premises or any part thereof

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

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

                  4.9.9    Not to commit any waste upon or to the Premises


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                                                                              20

<PAGE>

                  4.9.10   Not to use the Premises as an office for a government
                           agency or other public authority which would involve
                           the attendance thereat of members of the public for
                           the purpose of seeking employment or enrolling for or
                           collecting any statutory social security health
                           insurance or other benefit payment or applying for or
                           collecting any licence passport certificate or
                           similar document or paying thereat any tax imposition
                           or other financial liability

                  4.9.11   If the Premises are continually unoccupied for more
                           than one month to provide security and caretaking
                           arrangements to afford the Premises reasonable
                           protection against vandalism theft or unlawful
                           occupation

                  4.9.12   To keep the Premises at a temperature sufficiently
                           high to prevent freezing of water in any Conduits

                  4.9.13   Not to use any parking spaces which the Tenant is
                           entitled to use otherwise than for parking cars

         4.10     ALIENATION

                  4.10.1   Not to assign or charge part only of the Premises

                  4.10.2   Save for an underletting in accordance with the
                           succeeding provisions of this clause not to underlet
                           the whole or any part of the Premises or to part with
                           possession of or share occupation of the whole or any
                           part of the Premises and not to permit any person
                           deriving title under the Tenant by way of permitted
                           underlease so to do in respect of the Premises
                           provided that the Tenant may share occupation of the
                           Premises with a Group Company if such Group Company
                           occupies the Premises as bare licensee only

                  4.10.3   Not under any circumstances to create or permit the
                           creation of any interest derived out of this Lease
                           whether mediate or immediate and however remote or
                           inferior


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                                                                              21

<PAGE>

                           4.10.3.1 at a fine or premium or other capital sum
                                    (and so that no such fine premium or other
                                    capital sum shall be taken)

                           4.10.3.2 except at a rent which is not less than the
                                    open market rental value of the Premises or
                                    the rent hereby reserved at the time of such
                                    underletting (or in the case of an
                                    underlease of part only of the Premises a
                                    proportionate part thereof) whichever is the
                                    higher

                           4.10.3.3 except on terms which prohibit the
                                    commutation of rent

                           4.10.3.4 for a term which shall extend beyond a date
                                    on which the rent payable under this Lease
                                    is to be reviewed unless such underletting
                                    shall include provisions approved by the
                                    Landlord for rent reviews at the times and
                                    in accordance with the terms of this Lease

                  4.10.4   Not to assign part with possession or charge the
                           whole of the Premises nor permit any person deriving
                           title under the Tenant so to do without the prior
                           written consent of the Landlord which shall not be
                           unreasonably withheld or delayed but so that for the
                           purposes of section 19(1A) of the Landlord and Tenant
                           Act 1927 (as amended by the 1995 Act) it is agreed
                           that it shall be reasonable for the Landlord to
                           withhold consent to an assignment of the whole of the
                           Premises unless:

                           4.10.4.1 the assignee is not a Group Company

                           4.10.4.2 the assignee shall by deed enter into a
                                    direct covenant with the Landlord to observe
                                    and perform the covenants and provisions of
                                    and to pay the rents reserved by this Lease
                                    for (subject to the provisions of the 1995
                                    Act) the remainder of the Term and a
                                    guarantor or guarantors acceptable to the
                                    Landlord (if more than one jointly and
                                    severally) shall enter into a covenant and
                                    guarantee with and to the Landlord in the
                                    terms set out in schedule 2 as


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                                                                              22

<PAGE>

                                    if references therein to the "Tenant" were
                                    references to the assignee and

                           4.10.4.3 the Tenant together with any other person in
                                    whom the term created by this Lease shall
                                    previously have been vested and who has not
                                    been released from liability hereunder by
                                    virtue of section 11 of the 1995 Act shall
                                    by deed enter into an authorised guarantee
                                    agreement in respect of the assignee which
                                    shall satisfy the requirements set out in
                                    schedule 3 and

                           4.10.4.4 each person who is guarantor of the Tenant
                                    under this Lease immediately prior to the
                                    assignment shall enter into a guarantee in
                                    the same terms (mutatis mutandis) as
                                    schedule 2 in respect of the liability of
                                    the Tenant under any authorised guarantee
                                    agreement and

                           4.10.4.5 at the Approval Date no rent or other monies
                                    are due to the Landlord under this Lease and
                                    unpaid and

                           4.10.4.6 the Tenant and/or the assignee complies with
                                    such other conditions as the Landlord may
                                    reasonably impose

                  4.10.5   Subject as aforesaid the Tenant may with the
                           Landlord's prior written consent (which shall not be
                           unreasonably withheld or delayed):

                           4.10.5.1 underlet the whole of the Premises;

                           4.10.5.2 underlet any whole floor of the Premises
                                    (excluding common areas); and

                           4.10.5.3 (subject to the provisions of Clause
                                    4.10.5.2 above) underlet a Letting Unit
                                    subject to a maximum of 2 at any one time


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                                                                              23

<PAGE>

                  4.10.6   To procure in the case of any permitted underletting
                           of the Premises (whether mediate or immediate) that
                           on or before the grant of the relevant underlease:

                           4.10.6.1 the underlessee shall covenant with the
                                    Landlord by deed to observe and perform the
                                    Tenant's covenants and conditions in this
                                    Lease (except the covenant to pay rent) (so
                                    far as the same relate to the part of the
                                    Premises comprised in the underlease) and
                                    those of the underlessee in the relevant
                                    underlease

                           4.10.6.2 if the Landlord shall so reasonably require
                                    a guarantor or guarantors acceptable to the
                                    Landlord shall covenant (if more than one
                                    jointly and severally) with the Landlord to
                                    guarantee the observance and performance by
                                    the underlessee of its covenants to be
                                    contained in such underlease such guarantee
                                    to be given (mutatis mutandis) in the form
                                    of the provisions contained in schedule 2

                  4.10.7   To procure that any permitted immediate or mediate
                           underlease is in a form approved by the Landlord
                           (such approval not to be unreasonably withheld or
                           delayed) and in particular contains:

                           4.10.7.1 covenants by the underlessee with the
                                    underlessor prohibiting the underlessee from
                                    doing or allowing any act or thing on or in
                                    relation to the premises demised by such
                                    underlease inconsistent with or in breach of
                                    the Tenant's obligations in this Lease

                           4.10.7.2 a condition for re-entry by the underlessor
                                    on breach of any covenant by the underlessee

                           4.10.7.3 an absolute prohibition on any further
                                    underletting or parting with possession or
                                    sharing of occupation of the


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                                                                              24

<PAGE>

                                    premises demised by the underlease (save by
                                    way of assignment of the whole thereof)

                           4.10.7.4 a prohibition on any assignment of the whole
                                    of the premises demised by the underlease
                                    without the consent of the Landlord

                           4.10.7.5 an agreement duly authorised by an order of
                                    a court of competent jurisdiction excluding
                                    in relation to that underlease the
                                    provisions of sections 24 to 28 of the
                                    Landlord and Tenant Act 1954 (as amended) or
                                    any modification or re-enactment thereof

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

                  4.10.9   To operate and enforce all provisions for the review
                           of rent contained in any underlease but not to agree
                           the amount of any revised rent arising as a result of
                           any such review of rent without the prior written
                           consent of the Landlord (such consent not to be
                           unreasonably withheld or delayed)

                  4.10.10  Upon every application for consent required by this
                           clause to disclose to the Landlord such information
                           as to the terms proposed as the Landlord may
                           reasonably require

                  4.10.11  Not to enter into any variation of the terms of any
                           underlease nor to accept a surrender of the same in
                           respect of part only (as opposed to the whole) of the
                           premises underlet

         4.11     REGISTRATION OF DOCUMENTS

                  4.11.1   Within one month after any assignment or underlease
                           or any transmission or other devolution relating to
                           the Premises or any part thereof to give notice
                           thereof to the Landlord's solicitor and to furnish
                           him with a certified copy of any document relating
                           thereto


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                                                                              25

<PAGE>

                           and to pay to the Landlord's solicitor a reasonable
                           fee (not being more than pound sterling 30) plus VAT
                           thereon

                  4.11.2   To supply to the Landlord on request the names and
                           addresses of any tenant deriving title from the
                           Tenant (whether mediately or immediately) together
                           with details of the rent payable by any such tenant
                           and the other terms of such tenancy

                  4.11.3   To supply to the Landlord any details required by the
                           Landlord pursuant to section 40 of the Landlord and
                           Tenant Act 1954 and to supply the Landlord with full
                           details of any notices given pursuant to section 25
                           of the Landlord and Tenant Act 1954 by the Tenant to
                           any sub-tenant and full details of any notices
                           received by the Tenant from any sub-tenant pursuant
                           to section 26 of the Landlord and Tenant Act 1954

         4.12     COMPLIANCE WITH STATUTES

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

         4.13     PLANNING/ENVIRONMENTAL MATTERS

                  4.13.1   Not to apply for planning permission in respect of
                           the Premises without the Landlord's prior written
                           consent (which shall not be unreasonably withheld or
                           delayed in respect of any addition or alteration in
                           respect of which the Landlord's consent is not to be
                           unreasonably withheld or delayed under the terms of
                           this Lease) and


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                                                                              26

<PAGE>

                           if the Landlord attaches conditions to any such
                           consent not to apply for any planning permission
                           except in accordance with those conditions

                  4.13.2   At all times during the Term to comply with the
                           provisions and requirements of the Planning Acts and
                           of any planning permissions (and the conditions
                           thereof) relating to or affecting the Premises or the
                           use thereof or any operations works acts or things
                           carried out executed done or omitted thereon and to
                           keep the Landlord indemnified in respect thereof

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

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

                  4.13.5   Notwithstanding any consent which may be granted by
                           the Landlord under this Lease not to carry out or
                           make any alteration or addition to the Premises or
                           any change of use of the Premises (being an
                           alteration or addition or change of use prohibited by
                           or for which the Landlord's consent is required under
                           this Lease and for which a planning permission is
                           needed) before a planning permission for such
                           alteration addition or change of use has been
                           produced to and acknowledged by the Landlord (acting
                           reasonably) as satisfactory provided that the
                           Landlord may refuse to express such satisfaction if
                           the period of such permission or anything contained
                           in or omitted from it will in the opinion of the
                           Landlord's Surveyor be likely to prejudice the
                           Landlord's interest in the Premises either during the
                           Term


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                                                                              27

<PAGE>

                           or on or after the expiration or earlier
                           determination of the Term

                  4.13.6   Unless the Landlord otherwise directs in writing to
                           carry out and complete before the expiration or
                           earlier determination of the Term any work required
                           to be carried out to the Premises as a condition of
                           any planning permission granted during the Term
                           whether or not the date by which the planning
                           permission requires such works to be carried out is
                           during the Term and any development begun on the
                           Premises in respect of which the Landlord shall or
                           may be or become liable for any charge or levy under
                           the Planning Acts

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

                  4.13.8   Not without the prior written consent of the Landlord
                           to enter into a planning obligation for the purposes
                           of section 106 of the Town and Country Planning Act
                           1990

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

                  4.13.10  In relation to any act the commission or omission of
                           which requires any consent licence or other authority
                           under the Environmental Protection Act not to do or
                           omit to do (as the case may be) such act without
                           obtaining such authority and not to apply for such
                           authority without the Landlord's prior written
                           consent


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                                                                              28

<PAGE>

         4.14     EASEMENTS

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

         4.15     NOTIFICATIONS

                  Forthwith on receipt of any permission notice order or
                  proposal relating to the Premises or the use or condition
                  thereof given or issued by any governmental local or other
                  public or competent authority to give full particulars thereof
                  to the Landlord and if so required by the Landlord to produce
                  the same to the Landlord and to take all necessary steps to
                  comply therewith and also when requested by the Landlord to
                  make or join with the Landlord in making such objections and
                  representations against or in respect of the same as the
                  Landlord shall deem expedient

         4.16     DEFECTS

                  Forthwith upon becoming aware of the same to give notice in
                  writing to the Landlord of any defect in the state or
                  condition of the Premises which would or might give rise to an
                  obligation upon the Landlord to do or refrain from doing any
                  act or thing in order to comply with any duty of care imposed
                  upon the Landlord and to indemnify the Landlord against or in
                  respect of any losses claims actions costs demands or
                  liability arising out of any failure of the Tenant to comply
                  with its obligations under this Lease and at all times to give
                  such notice and display such signs as the Landlord having
                  regard to such duty of care requires to have displayed at the
                  Premises


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                                                                              29

<PAGE>

         4.17     FIRE FIGHTING

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

         4.18     ADVERTISEMENTS/AERIALS

                  Not without the prior written consent of the Landlord (such
                  consent not to be unreasonably withheld or delayed) to affix
                  or exhibit any advertisement placard notice or sign either
                  outside the Premises or inside the Premises so as to be seen
                  from the outside nor without such consent to install any
                  flagpole mast or outside satellite receiving dish or
                  television or radio aerial on the Premises and if the Landlord
                  so requires to remove at the end or earlier determination of
                  the Term any item so exhibited or installed making good all
                  damage caused to the reasonable satisfaction of the Landlord

         4.19     NOTICE BOARDS

                  To permit the Landlord or its agents to affix upon any
                  suitable part of the Premises a notice board or bill relating
                  to any reletting of the same (where the Tenant has no right or
                  no longer has the right to a new lease of the Premises
                  pursuant to the relevant provisions of the 1954 Act or to any
                  sale or other dealing with any interest in reversion to this
                  Lease upon reasonable prior notice and the Tenant will not
                  remove or obscure the same and will at all reasonable times
                  and on reasonable prior notice permit those authorised by the
                  Landlord in connection with any such reletting sale or other
                  dealing to enter and view the Premises without interruption

         4.20     EXPENSES

                  To pay to the Landlord on demand and on an indemnity basis all
                  reasonable costs charges expenses damages and losses
                  (including but without prejudice to the


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<PAGE>

                  generality of the foregoing legal costs bailiff's fees and
                  surveyor's fees) incurred by the Landlord in relation to or
                  incidental to or in contemplation of:

                  4.20.1   the preparation and service of a notice under section
                           146 of the Law of Property Act 1925 and/or any
                           proceedings relating to the Premises whether under
                           sections 146 and/or 147 of the Law of Property Act
                           1925 or otherwise (whether or not any right of
                           re-entry or forfeiture has been waived by the
                           Landlord or a notice served under the said section
                           146 is complied with by the Tenant or the Tenant has
                           been relieved under the provisions of the Law of
                           Property Act 1925 and notwithstanding forfeiture is
                           avoided otherwise than by relief granted by the
                           court) and to keep the Landlord fully indemnified
                           against all costs charges expenses claims and demands
                           whatsoever in respect of the said proceedings and the
                           preparation and service of the said notices

                  4.20.2   (without prejudice to the generality of the
                           foregoing) the preparation and service of any notice
                           or schedule relating to the repair of the Premises
                           whether served on the Tenant during or up until 6
                           months after the expiration or earlier determination
                           of the Term

                  4.20.3   procuring the remedying of any breach of covenant on
                           the part of the Tenant or any sub-tenant or their
                           respective predecessors in title contained in this
                           Lease and

                  4.20.4   every application made by the Tenant for a consent or
                           licence required by the provisions of this Lease
                           whether such consent or licence is granted or refused
                           or proffered subject to any qualification or
                           condition or whether the application is withdrawn

         4.21     NEW GUARANTOR

                  To notify the Landlord within 28 days if:

                  4.21.1   any Guarantor being an individual (or if individuals
                           any one of them) shall become bankrupt or shall make
                           any assignment for the benefit of or enter into any
                           arrangement with his creditors either by


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                                                                              31

<PAGE>

                           composition or otherwise or have any distress or
                           other execution levied on his goods or have a
                           receiver appointed under the Mental Health Act 1983

                  4.21.2   any Guarantor being an individual (or if individuals
                           any one of them) shall die

                  4.21.3   any Guarantor being a body corporate (or if bodies
                           corporate any one of them) has a winding up order
                           made in respect of it other than a members' voluntary
                           winding up of a solvent company for the purposes of
                           amalgamation or reconstruction approved by the
                           Landlord (such approval not to be unreasonably
                           withheld) or has a receiver administrator or an
                           administrative receiver appointed of it or any of its
                           assets or has any distress or other execution levied
                           on its goods or is dissolved or struck off the
                           Register of Companies or (being a body corporate
                           incorporated outside the United Kingdom) is dissolved
                           or ceases to exist under the laws of its country or
                           state of incorporation

                  and in any such case if the Landlord so reasonably requires
                  then at the Tenant's expense within 28 days of such
                  requirement use all reasonable endeavours to procure that some
                  other person or persons or body or bodies corporate reasonably
                  acceptable to the Landlord shall execute a guarantee in the
                  terms of schedule 2 with such amendments as the Landlord shall
                  reasonably require in the circumstances

         4.22     INDEMNITY

                  To keep the Landlord indemnified from and against all loss
                  damage actions proceedings claims demands costs and expenses
                  of whatsoever nature and whether in respect of any injury to
                  or the death of any person or damage to any property movable
                  or immovable or otherwise howsoever arising directly or
                  indirectly from the repair or the state of repair or condition
                  of the Premises or from any breach of covenant on the part of
                  the Tenant herein contained or from the use of the Premises or
                  out of any works carried out at any time during the Term to
                  the Premises or out of anything now or during the Term
                  attached to or


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                                                                              32

<PAGE>

                  projecting from the Premises or as a result of any act neglect
                  or default by the Tenant or by any sub-tenant or by their
                  respective servants agents licensees or invitees

         4.23     YIELD UP

                  At the expiration or sooner determination of the Term:

                  4.23.1   quietly to yield up the Premises to the Landlord with
                           vacant possession in such state and condition as
                           shall in all respects be consistent with a full and
                           due performance by the Tenant of the covenants on its
                           part herein contained (trade or tenant's fixtures and
                           fittings only excepted)

                  4.23.2   if so required by the Landlord to remove all fixtures
                           and fittings installed in the Premises during the
                           Term

                  4.23.3   to make good to the reasonable satisfaction of the
                           Landlord all damage caused as a result of the removal
                           by the Tenant of any fixtures and fittings

                  4.23.4   to remove all signs and nameplates indicating the
                           connection or former connection of the Tenant with
                           the Premises

                  4.23.5   to replace all carpeting within the Premises with new
                           carpets of a quality design and colour similar to the
                           quality design and colour of the carpeting supplied
                           by the Landlord at the commencement of the Term and
                           first approved in writing by the Landlord such
                           approval not to be unreasonably withheld or delayed

         4.24     VAT

                  4.24.1   To pay to the Landlord by way of additional rent such
                           VAT as may be or become payable in respect of the
                           rents reserved by and other monies payable under and
                           the consideration for all taxable supplies received
                           or deemed to be received by the Tenant under or in
                           connection with this Lease


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                                                                              33

<PAGE>

                  4.24.2   In every case where the Tenant has agreed to
                           reimburse or indemnify the Landlord in respect of any
                           payment made by the Landlord under the terms of or in
                           connection with this Lease to reimburse in addition
                           any VAT paid by the Landlord on such payment upon
                           receipt of a valid VAT invoice properly addressed to
                           the tenant

         4.25     OBSERVE COVENANTS

                  To observe and perform the agreements covenants and
                  stipulations (if any) referred to in part 4 of schedule 1 so
                  far as any of the same are still subsisting and capable of
                  taking effect and relate to the Premises and to keep the
                  Landlord indemnified against all actions proceedings costs
                  claims demands and liability in any way relating thereto

5.       LANDLORD'S COVENANT

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

6.       INSURANCE

         6.1      LANDLORD'S OBLIGATIONS

                  The Landlord (for so long as and to the extent that the
                  Landlord has an insurable interest in the Premises) hereby
                  covenants with the Tenant as follows:

                  6.1.1    Save to the extent that any insurance shall be
                           vitiated by any act neglect default or omission of
                           the Tenant or any sub-tenant or their respective
                           servants agents licensees or invitees the Landlord
                           will insure or cause to be insured the Premises
                           against loss or damage by the Insured Risks in a sum
                           equal to the likely cost of completely rebuilding
                           reinstating and replacing the same (taking into
                           account estimated increases in building costs)
                           together with the cost of demolition shoring hoarding
                           and removal of debris and a proper


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                                                                              34

<PAGE>

                           provision for professional fees in respect of
                           rebuilding and reinstating together in each case with
                           VAT and against Loss of Rent

                  6.1.2    If reasonably so required by the Tenant (and upon
                           payment of a reasonable fee for dealing with each
                           request other than the first in each year) to produce
                           to the Tenant from time to time reasonable evidence
                           of the terms of the Landlord's policy of insurance
                           and the fact that the policy is subsisting and in
                           effect

                  6.1.3    In case of damage or destruction to the Premises by
                           any of the Insured Risks to expend when lawful so to
                           do all monies received by the Landlord (other than in
                           respect of rent and fees) under the Landlord's
                           insurance in or towards reinstating such damage or
                           destruction so far as practicable but if
                           reinstatement as aforesaid shall not be permitted or
                           possible or shall be frustrated the insurance monies
                           shall belong to the Landlord absolutely provided
                           always that in such circumstances the Landlord may at
                           its option replace the building or buildings
                           originally comprised within the Premises by a
                           building or buildings generally similar in concept
                           thereto and (having regard to the then principles of
                           good estate planning) of a similar order and size and
                           being in or about the same position or positions as
                           its or their predecessor or predecessors

         6.2      TENANT'S OBLIGATIONS

                  The Tenant hereby covenants with the Landlord as follows:

                  6.2.1    To pay to the Landlord on demand:

                           6.2.1.1  all premiums from time to time payable by
                                    the Landlord for insuring the Premises
                                    against loss or damage by the Insured Risks
                                    in accordance with clause 6.1 and

                           6.2.1.2  all premiums from time to time payable by
                                    the Landlord for insuring Loss of Rent and


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<PAGE>

                           6.2.1.3  any excess deducted by insurers in respect
                                    of any claim relating to the Premises

                  6.2.2    Save as required by clause 6.2.7 not to effect any
                           separate insurance of the Premises against loss or
                           damage by any of the Insured Risks but if the Tenant
                           shall become entitled to the benefit of any insurance
                           on the Premises then the Tenant shall apply all
                           monies received by virtue of such insurance in making
                           good the loss or damage in respect of which the same
                           shall have been received

                  6.2.3    Not to carry on upon the Premises any trade business
                           or occupation in any manner or do any other thing
                           which in the reasonable opinion of the Landlord may
                           make void or voidable any policy for the insurance of
                           the Premises or any adjoining or neighbouring
                           property against any risk for the time being required
                           by the Landlord to be covered or render any increased
                           or extra premium payable for such insurance (without
                           in the latter event first having paid every such
                           increased or extra premium) and to pay to the
                           Landlord on demand any increased premiums payable in
                           respect of the Premises or any adjoining or
                           neighbouring premises arising by reason of the
                           Premises being unoccupied

                  6.2.4    To carry out in accordance with the reasonable
                           directions of the Landlord all such works as may be
                           required by it for the better protection of the
                           Premises and to comply with the requirements of the
                           Landlord's insurers in respect of the Premises

                  6.2.5    In the event of the Premises or any part thereof
                           being destroyed or damaged by any peril whatsoever to
                           give notice thereof to the Landlord as soon as such
                           destruction or damage shall come to the notice of the
                           Tenant stating whether and to what extent such
                           destruction or damage was brought about directly or
                           indirectly by any of the Insured Risks

                  6.2.6    In the event of the Premises or any adjoining or
                           neighbouring premises of the Landlord or any part
                           thereof being destroyed or


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                                                                              36

<PAGE>

                           damaged by any of the Insured Risks and the insurance
                           money under any insurance against the same effected
                           thereon by the Landlord being wholly or partly
                           irrecoverable by reason solely or in part of any act
                           or default of the Tenant or any sub-tenant or their
                           respective servants agents licensees or invitees then
                           and in every such case the Tenant will forthwith pay
                           to the Landlord the whole or (as the case may be) the
                           irrecoverable portion of the cost (including
                           professional and other fees and VAT) of completely
                           rebuilding and reinstating the same

                  6.2.7    To insure and keep insured in the joint names of the
                           Landlord and the Tenant all the plate glass (if any)
                           forming part of the Premises against breakage or
                           damage for a sum not less than the full reinstatement
                           value thereof for the time being in such insurance
                           company of repute and through such agency as shall
                           from time to time be nominated by the Landlord and
                           whenever reasonably required by the Landlord to
                           produce the said policy of insurance or a copy
                           thereof (and if requested to leave a copy thereof
                           with the Landlord) and the receipt for the current
                           year's premiums and forthwith to lay out all monies
                           received under such insurance and such other money as
                           may be necessary in reinstating the glass with glass
                           of the same quality and thickness

                  6.2.8    To make up out of its own money any deduction in any
                           insurance monies paid by the Landlord's insurers made
                           as a result of the faulty repair or maintenance of
                           the Premises

         6.3      ABATEMENT OF RENT

                  6.3.1    If the Premises or any part thereof shall be
                           destroyed or damaged by any Insured Risk so as to be
                           unfit for occupation access or use then save to the
                           extent that the insurance of the Premises shall have
                           been vitiated by any act neglect default or omission
                           of the Tenant or any sub-tenant or their respective
                           servants agents licensees or invitees the rents
                           reserved or a fair and just proportion thereof
                           according to the


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                                                                              37

<PAGE>

                           nature and extent of the damage sustained (the amount
                           of such proportion if it cannot be agreed to be
                           determined by a single arbitrator to be appointed on
                           the application of either party by the President for
                           the time being (or other next senior officer
                           available) of the Royal Institution of Chartered
                           Surveyors whose decision shall be final and binding)
                           shall be suspended until the Premises or the damaged
                           portion thereof shall have been reinstated or made
                           fit for occupation access and use or (if earlier)
                           until the insurance effected or caused to be effected
                           by the Landlord in respect of Loss of Rent shall be
                           exhausted

                  6.3.2    If the Premises are still not fit for the Tenants
                           immediate occupation access and use or essential
                           services have not been reinstated so that at the end
                           of a period of 2 years and 9 months starting on the
                           date of damage or destruction either party may by
                           notice served on the other at any time after the end
                           of that period implement the provision of Clause
                           6.3.3 below

                  6.3.3    On service of the notice referred to in Clause 6.3.2
                           above the Term is to cease absolutely but without
                           prejudice to any rights or remedies that may have
                           accrued and all money received in respect of the
                           insurance effected by the Landlord pursuant to this
                           Lease shall belong to the Landlord absolutely

         6.4      COMMISSIONS

                  All monies payable by the Tenant under clause 6.2 shall be
                  paid without deduction of any agency or other commission paid
                  or allowed to the Landlord in respect thereof or otherwise
                  which the Landlord shall be entitled to retain for the
                  Landlord's own benefit free of any obligation to bring the
                  same into account under this Lease

7.       PROVISOS

         Provided always and it is hereby agreed and declared as follows:


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         7.1      FORFEITURE

                  If and whenever:

                  7.1.1    the rents hereby reserved or any part thereof shall
                           be in arrear or unpaid for the space of 14 days after
                           the same shall have become due (whether formally
                           demanded or not) or

                  7.1.2    there shall be any other breach non-performance or
                           non-observance of any of the covenants and conditions
                           herein contained and on the part of the Tenant or the
                           Guarantor to be observed or performed or

                  7.1.3    the Tenant or the Guarantor enters into an
                           arrangement or composition for the benefit of its
                           creditors or

                  7.1.4    the Tenant or the Guarantor has any distress or other
                           execution levied on its goods or

                  7.1.5    the Tenant or the Guarantor (being in either case an
                           individual) commits an act of bankruptcy or has an
                           administration order made in respect of it or appears
                           unable to pay its debts within the meaning of section
                           268 of the Insolvency Act 1986 or

                  7.1.6    the Tenant or the Guarantor (being in either case a
                           body corporate) has a winding up order made in
                           respect of it other than a members' voluntary winding
                           up of a solvent company for the purposes of
                           amalgamation or reconstruction approved by the
                           Landlord (such approval not to be unreasonably
                           withheld) or has a receiver administrator or an
                           administrative receiver appointed of it or any of its
                           assets or is dissolved or struck off the Register of
                           Companies or (being a body corporate incorporated
                           outside the United Kingdom) is dissolved or ceases to
                           exist under the laws of its country or state of
                           incorporation or appears unable to pay its debts
                           within the meaning of section 123 of the Insolvency
                           Act 1986

                  then and in any such case it shall be lawful for the Landlord
                  or any person authorised by the Landlord at any time
                  thereafter to re-enter upon the Premises or


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                                                                              39

<PAGE>

                  any part thereof in the name of the whole and thereupon the
                  Term shall absolutely determine without prejudice to any right
                  or remedy of the Landlord in respect of any breach of the
                  Tenant's or the Guarantor's covenants contained in this Lease

         7.2      EXCLUSION OF USE WARRANTY

                  Nothing in this Lease or in any consent granted by the
                  Landlord under this Lease shall imply or warrant that the
                  Premises may be used for any purpose whatsoever under the
                  Planning Acts now or from time to time in force (including the
                  Permitted Use) or that the Premises are or will remain
                  otherwise fit for any such use

         7.3      VAT

                  Except where otherwise expressly stated in this Lease all rent
                  money or other consideration in respect of supplies for VAT
                  purposes received or deemed to be received by the Tenant under
                  or in connection with this Lease is exclusive of VAT

         7.4      SERVICE OF NOTICES

                  Any notice required to be served under this Lease shall be in
                  writing and shall be properly served if it complies with the
                  provisions of section 196 of the Law of Property Act 1925 as
                  amended by the Recorded Delivery Service Act 1962 or section
                  23 of the Landlord and Tenant Act 1927 and in addition any
                  notice shall be sufficiently served if sent by facsimile
                  transmission to the party to be served and service shall be
                  deemed to be made on the date of transmission if transmitted
                  before 4.00pm on the date of transmission but otherwise on the
                  next day

         7.5      DEVELOPMENT OF NEIGHBOURING PREMISES

                  The Landlord shall be entitled to carry out or permit the
                  development of any adjoining or neighbouring premises and to
                  build on or into any boundary wall of the Premises or to
                  re-route any services in the Premises without payment of
                  compensation to the Tenant for any damage or otherwise
                  notwithstanding that the


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                                                                              40

<PAGE>

                  access of light or air to the Premises may thereby be
                  diminished or otherwise interfered with

         7.6      COMPENSATION

                  Any statutory right of the Tenant or any sub-tenant to claim
                  compensation from the Landlord on vacating the Premises shall
                  be excluded as far as the law allows

         7.7      IMPLIED EASEMENTS

                  The operation of section 62 of the Law of Property Act 1925
                  shall be excluded from this Lease and the only rights granted
                  to the Tenant are those expressly set out in this Lease and
                  the Tenant shall not by virtue of this Lease be deemed to have
                  acquired or be entitled to and the Tenant shall not during the
                  Term acquire or become entitled by any means whatsoever to any
                  easement from or over or affecting any other land or premises
                  now or at any time hereafter belonging to the Landlord and not
                  comprised in this Lease

         7.8      DISPUTES WITH ADJOINING OCCUPIERS

                  Any dispute arising as between the Tenant and the lessees
                  tenants or occupiers of adjoining or neighbouring premises
                  belonging to the Landlord relating to any easement right or
                  privilege in connection with the Premises or relating to the
                  party or other walls of the Premises or as to the amount of
                  any contribution towards the expenses of works to services or
                  matters used in common shall be referred to the Landlord whose
                  decision shall be binding upon all parties to the dispute
                  (same in the case of manifest error)

         7.9      TENANT'S EFFECTS

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


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                                                                              41

<PAGE>

                  incurred by the Landlord to any third party whose property
                  shall have been sold by the Landlord in the mistaken belief
                  held in good faith (which shall be presumed unless the
                  contrary be proved) that such property belonged to the Tenant

         7.10     NO WAIVER

                  7.10.1   No demand for or receipt or acceptance of any part of
                           the rents hereby reserved 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 and the Tenant shall not in any proceedings
                           for forfeiture be entitled to rely on any such demand
                           receipt or acceptance as aforesaid as a defence

                  7.10.2   The return to the Tenant of any rents or other monies
                           paid by banker's standing order as soon as reasonably
                           practicable after receipt shall be treated as a
                           refusal by the Landlord to accept the same and the
                           Tenant shall not in any proceedings for forfeiture be
                           entitled to rely on such receipt as a defence

         7.11     JURISDICTION

                  7.11.1   This Lease is and shall be governed by and construed
                           in all respects in accordance with the laws of
                           England

                  7.11.2   The Tenant and the Guarantor hereby submit to the non
                           exclusive jurisdiction of the High Court of Justice
                           of England in relation to any claim dispute or
                           difference which may arise hereunder and in relation
                           to the enforcement of any judgment rendered pursuant
                           to any such claim dispute or difference and for the
                           purpose of part 6 rule 15 of the Civil Procedure
                           Rules (or any modification or re-enactment thereof)
                           the Tenant and the Guarantor hereby irrevocably
                           agrees that any process or proceedings hereunder
                           (whether of a judicial or quasi judicial nature) may
                           be served on it by leaving a copy thereof either at
                           the address of any person registered with the
                           Registrar of


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<PAGE>

                           Companies pursuant to part XXIII of the Companies Act
                           1985 (or any modification or re-enactment thereof) as
                           being resident in Great Britain and authorised to
                           accept on behalf of the Tenant and the Guarantor
                           service of process and proceedings and any notices
                           required to be served on the Tenant and the Guarantor
                           or at the Premises

         7.12     STATUS OF LEASE

                  For the purposes of the 1995 Act this Lease is a new tenancy

         7.13     EXCLUSION OF RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD
                  PARTIES) ACT 1999

                  A person who is not party to this Lease shall have no right
                  under the Contracts (Rights of Third Parties) Act 1999 to
                  enforce any term of this Lease This clause does not affect any
                  right or remedy of any person which exists or is available
                  otherwise than pursuant to that Act

         7.14     TENANT'S OPTION TO DETERMINE

                  The Tenant shall be entitled by giving not less than 9 months
                  prior notice in writing to the Landlord to terminate this
                  Lease upon the 5th anniversary of the Contractual Term
                  ("TERMINATION DATE") and provided that up to the Termination
                  Date the Tenant shall have paid the rents hereby reserved this
                  Lease shall absolutely cease and determine on the Termination
                  Date but without prejudice to any right or remedy of either
                  party in respect of any antecedent breach by the other of the
                  provisions of this Lease and on the Termination Date the
                  Tenant shall deliver to the Landlord the original of this
                  Lease and vacant possession of the Premises


8.       GUARANTEE PROVISIONS

         In consideration of this Lease having been granted at the request of
         the Guarantor the Guarantor hereby covenants with the Landlord in the
         terms of schedule 2


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<PAGE>



                                   SCHEDULE 1

                                     PART 1

                                    PREMISES

All that land building known as 2 Pride Place, Pride Park, Derby shown for the
purposes of identification only edged red on the Plan including:

1        All Conduits inside and exclusively serving the Premises

2        all additions and improvements to the Premises and all fixtures and
         fittings of every kind which are at any time in or on the Premises
         (whether originally fixed or fastened to them or not) except tenant's
         or trade fixtures and fittings

3        all landscaped areas within the Premises

4        all fences and gates forming the boundaries of the Premises

5        all other structures and appurtenances at any time on or enjoyed by the
         Premises





                                     PART 2

                          EASEMENTS AND RIGHTS GRANTED

1        The right to place a sign on the Premises, subject to the Landlord's
         approval (such approval not to be unreasonably withheld or delayed) of
         its design, giving the name and business of the occupier of the
         Premises

2        The right in common with all other so entitled at all times and for all
         purposes with or without motor vehicles for the Tenant and all parties
         authorised by the Tenant to pass and repass over the Access Road in
         order to gain access to and from the Premises


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<PAGE>


                                     PART 3

                           EXCEPTIONS AND RESERVATIONS

Excepting and reserving in favour of the Landlord and its tenants agents and
licensees and those authorised by the Landlord and all other persons who now
have or may hereafter be granted similar rights:

1.       the full free and uninterrupted passage and running of water soil gas
         telephone electricity telecommunication and all other services and
         supplies of whatsoever nature from and to the adjoining or neighbouring
         property of the Landlord through such of the Conduits serving such
         adjoining or neighbouring property which are or may hereafter during
         the Perpetuity Period be in on under or over the Premises and the right
         of entry onto the Premises for the purpose of inspecting repairing
         renewing re-laying cleansing maintaining and connecting up to any such
         existing or future Conduits

2.       the right at reasonable times and upon reasonable notice (except in
         cases of emergency) to enter and remain upon the Premises with all
         necessary tools appliances and materials for the purpose of repairing
         altering or rebuilding the adjoining or neighbouring property of the
         Landlord

3.       the right to erect or to consent hereafter to any person erecting a new
         building or to alter any building for the time being on the adjoining
         or neighbouring property of the Landlord in such manner as the Landlord
         or the person or persons exercising such right may think fit and
         notwithstanding that such alteration or erection may diminish the
         access of light and air enjoyed by the Premises and the right to deal
         with the adjoining or neighbouring property of the Landlord as it may
         think fit

4.       the right to erect scaffolding for the purpose of repairing cleaning
         rebuilding renewing or altering any buildings which now or may at any
         time during the Term be on the adjoining or neighbouring property of
         the Landlord notwithstanding that such scaffolding may restrict the
         access to or enjoyment and use of the Premises

5.       the right for the Landlord and those authorised by the Landlord to
         enter the Premises for the purposes and in the manner mentioned in this
         Lease


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<PAGE>

                                     PART 4

                    MATTERS TO WHICH THE PREMISES ARE SUBJECT

1.       All rights easements privileges restrictions covenants stipulations and
         other matters referred to in the Property and Charges Registers of
         Title Number DY303260 save for financial charges (if any)

2.       A deed of variation dated 14 August 2001 and made between Derby City
         Council (1) and Cedar House Investments Limited together with all deeds
         and documents referred to therein or supplemental or ancillary thereto

3.       A second deed of variation dated 14 August 2001 and made between Derby
         City Council (1) and Cedar House Investments Limited together with all
         deeds and documents referred to therein or supplemental or ancillary
         thereto

4.       A third deed of variation dated 14 August 2001 and made between Derby
         City Council (1) and Cedar House Investments Limited together with all
         deeds and documents referred to therein or supplemental or ancillary
         thereto

5.       A transfer dated 14 August 2001 and made between Cedar House
         Investments Limited (1) and Messrs. Thurman Williams Surma and Davies
         (2) together with all deeds and documents referred to therein or
         supplemental or ancillary thereto



                                   SCHEDULE 2

                              GUARANTEE PROVISIONS

1.       That the Tenant will at all times during the period in respect of which
         the Tenant is liable under the covenants herein contained pay the rents
         reserved by this Lease on the days and in manner herein provided for
         and will duly observe and perform all the covenants and conditions
         contained in this Lease and on the part of the Tenant to be observed
         and performed and that if the Tenant shall during such period default
         in any respect to pay the said rents or any of them in the manner
         aforesaid or to observe and perform the said covenants and conditions
         or any of them the Guarantor will on demand fully observe


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                                                                              46

<PAGE>

         perform and discharge the same and without prejudice to the generality
         of the foregoing the Guarantor hereby further covenants by way of
         primary obligation and not merely liability as a guarantor or merely
         collateral to that of the Tenant to pay and make good to the Landlord
         forthwith on demand any losses costs damages and expenses occasioned to
         the Landlord arising out of or by reason of any default of the Tenant
         in respect of any of its obligations under the terms and provisions of
         this Lease during the said period or in respect of any judgment or
         order made against the Tenant during the said period and any neglect or
         forbearance on the part of the Landlord in enforcing or giving time for
         or other indulgence in respect of the observance or performance of any
         of the said agreements provisions and conditions (other than a release
         given under seal) and (subject to the provisions of the 1995 Act) any
         variation of the terms of this Lease shall not release the Guarantor
         from its liability under the agreements or guarantee on its part
         contained in this Lease

2.       That if during such period as aforesaid:

         2.1      the Tenant shall go into liquidation and the liquidator
                  disclaims this Lease or

         2.2      the Tenant is dissolved or struck off the register and the
                  Crown disclaims this Lease or

         2.3      the Tenant ceases for any reason to be or to remain liable
                  under this Lease or to maintain its corporate existence
                  (otherwise than by merger consolidation or other similar
                  corporate transaction in which the surviving corporation
                  assumes or takes over all the liabilities of the Tenant under
                  this Lease) or

         2.4      this Lease shall be forfeited or otherwise prematurely
                  determined

         the Landlord may within six months following any such event by notice
         in writing require the Guarantor to enter into a lease in the like form
         as this Lease for the residue of the Contractual Term unexpired at the
         date of such event (or which but for any such disclaimer forfeiture or
         other event would have remained unexpired) but with the Guarantor as
         tenant thereunder at the same rents and subject to the like covenants
         provisions and conditions as are herein contained as a substitute in
         all respects for the Tenant under this Lease and so that every Review
         Date thereunder shall occur on the same date as every Review Date
         hereunder shall occur or would but for any such disclaimer forfeiture
         or other event have occurred (the said new lease and the rights and
         liabilities thereunder to take effect as from


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<PAGE>

         the date of such disclaimer forfeiture or other event) and the
         Guarantor shall thereupon execute and deliver to the Landlord a
         counterpart of the new lease in exchange for the relevant lease
         executed by the Landlord and contemporaneously therewith the Guarantor
         as tenant shall pay the first instalments of the rents due

3.       That if the Landlord shall not require the Guarantor to take a new
         lease the Guarantor shall nevertheless in addition and without
         prejudice to the Guarantor's other obligations under this Lease upon
         demand pay to the Landlord a sum equal to the difference between any
         money received by the Landlord for the use or occupation of the
         premises and the rents and all other sums that would have been payable
         under this Lease at the times and in the manner at and in which the
         same would have been so payable in respect of the period of 12 months
         from and including the date of disclaimer or forfeiture or (if sooner)
         until the Landlord shall have granted a lease of the Premises to a
         third party

4.       That the Guarantor shall be jointly and severally liable with the
         Tenant (whether before or after any disclaimer by a liquidator or
         trustee in bankruptcy) for the fulfilment of all the Tenant's covenants
         conditions and other provisions contained in this Lease and the
         Landlord in the enforcement of its rights may proceed against the
         Guarantor as if the Guarantor was named as the Tenant in this Lease

5.       That the Guarantor waives any right to require the Landlord to proceed
         against the Tenant or to pursue any other remedy of any kind which may
         be available to the Landlord before proceeding against the Guarantor

6.       That the Guarantor shall not claim in any liquidation bankruptcy
         administration receivership composition or arrangement of the Tenant in
         competition with the Landlord and shall remit to the Landlord the
         proceeds of all judgments and all distributions it may receive from any
         liquidator trustee in bankruptcy administrator administrative receiver
         or supervisor of the Tenant and shall hold for the sole benefit of the
         Landlord all security and rights the Guarantor may have over assets of
         the Tenant while any liabilities of the Tenant or the Guarantor to the
         Landlord remain outstanding

7.       That this guarantee shall subsist for the benefit of the successors and
         assigns of the Landlord under this Lease without the necessity for any
         assignment of it


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                                                                              48

<PAGE>



EXECUTED (but not delivered until the date      )
hereof) as a deed by Cedar House Investments    )
Limited acting by two directors or one          )
director and the secretary:                     )



         Director



         Director/Secretary


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                                                                              49

<PAGE>




EXECUTED (but not delivered until the date      )
hereof) as a deed by Udate.Com Limited          )
acting by either two Directors or a Director    )
and its Company Secretary                       )



         Director



         Director/Secretary


EXECUTED (but not delivered until the date      )
hereof) as a deed by Udate.com Inc. by the      )
affixing of its Common Seal in the presence     )
of:                                             )



         Director



         Director/Secretary


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