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                                                                   EXHIBIT 10.22

                            DATED 1st December 1995

                       G J KING & SON (HOME FARM) LIMITED

                                    -- to --

                             ECC SIMULATION LIMITED

                                   -- and --

                             ECC INERNATIONAL CORP

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                                   L E A S E

                               -- relating to --

                       Unit 3A Home Farm Business Centre
                        Lewes Road Brighton East Sussex

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                                     [LOGO]
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THIS LEASE made the 1st December 1995

BETWEEN

(1)  G J KING & SON (HOME FARM) LIMITED whose registered office is situate at G
     J King Business Centre Reeds Lane Sayers Common West Sussex (hereinafter
     called "the Landlord") of the first part and

(2)  ECC SIMULATION LIMITED (company number 1913659) whose registered office is
     situate at Kingston Wharf Brighton Road Shoreham by Sea West Sussex
     (hereinafter called "the Tenant") of the second part and

(3)  ECC INTERNATIONAL CORP a company incorporated in the State of Delaware and
     whose principal place of business is at 175 Strafford Avenue Wayne PA
     19087-3377 USA (hereinafter called "the Surety") of the third part

WITNESSETH as follows:-

1.   IN this lease where the context so admits the following expressions shall
     have the following meanings respectively that is to say:-

     "the Landlord"
     means the Landlord hereinbefore named or such other person for the time
     being entitled to the reversion immediately expectant upon the
     determination of the Term

     "the Tenant"
     means the Tenant hereinbefore named or such other person in whom the Term
     shall for the time being be vested and wherever it includes more than one
     person the covenants on the part of the Tenant hereinafter contained shall
     be deemed to be joint and several

     "the Plan"
     means the plan numbered 1 annexed hereto

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     "the Grassed and Planted Areas"
     means the grassed and planted areas which adjoin Home Farm Road Brighton
     East Sussex

     "Block 3"
     means the property shown for the purpose of identification only on the Plan
     and thereon edged green

     "the Forecourt"
     means the forecourt which is for the purpose of identification only hatched
     blue and coloured blue on the Plan

     "the Car Parking Spaces"
     means the fifteen car parking spaces marked A for the purpose of
     identification only on the Plan

     "the Demised Premises"
     means the land with the building erected thereon or on some part thereof
     known as Unit 3A Home Farm Business Centre Home Farm Road Brighton East
     Sussex as the same is shown for identification purposes only edged red on
     the Plan with the curtilage thereof and shall include any other building
     from time to time erected thereon or on some part thereof

     "the Fire Escape"
     means the fire escape which is for the purpose of identification only
     coloured yellow on the Plan

     "the Main Structure"
     means the roof foundations floor structures load bearing walls or frame
     stanchions beams window frames external walls external drains pipes and
     other external services of the Demised Premises

     "Insured Risks"
     means (subject to such exclusions and limitations as are imposed by the
     Insurers and to the extent that insurance cover against any

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                                   [Figure]
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     particular risk is ordinarily available with a reputable insurer for
     property such as the Demised Premises) subsidence landslip heave fire
     explosion storm tempest lightning aircraft (not being hostile aircraft) and
     articles dropped therefrom riot civil commotion and flood and such other
     insurable risks against which the Landlord shall reasonably deem it
     desirable or expedient to insure

     "Term"
     means twenty one years commencing on 24th June 1995

     "the Rent Commencement Date"
     means                    1995

     "the Initial Rent"

     means the sum of FORTY THOUSAND POUNDS (pound sterling 40,000) a year
     exclusive of Value Added Tax

     "the First Reserved Rent"
     means the yearly rent reserved by Clause 2(A) hereof

     "the Secondly Reserved Rents"
     means

     (1)  a sum representing the cost reasonably and properly incurred or a
          fair proportion thereof (subject to the provisions of Clause 4(7)(h)
          hereof) of complying with the Landlords insuring covenant hereinafter
          contained

     (2)  all other sums payable by the Tenant under the covenants on the part 
          of the Tenant contained in this lease

     (3)  any interest chargeable under the provisions of this lease

     (4)  any additional insurance premiums payable by the Tenant arising under
          the provisions of Clause 4(7) of this lease

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     (5)  all expenses costs fees and other sums incurred under the provisions
          Clause 4(24) hereof

     "the Review Dates"
     means 24th June 1998 24th June 2003 24th June 2008 and 24th June 2013

     "the Review Period"
     means the period starting with any Review Date up to and including the day
     immediately preceding the next Review Date or starting with the last Review
     Date up to the end of the Term

     "the Service Charge"
     means the sums payable by the Tenant in accordance with Part 2 of the
     Second Schedule hereto

     "the Service Charge Year"
     means the period of twelve months up to the 31st March each year or such
     other period as the Landlord shall from time to time choose

     "the Service Costs"
     means all costs expenses and outgoings whatsoever incurred by the Landlord
     in carrying out the works and providing the services set out in Part 1 of
     the Second Schedule hereto

     "the Landlord's Surveyor"
     means any person or firm of surveyors appointed by or acting for the
     Landlord including an employee of the Landlord to perform the function of a
     Surveyor for any purposes under this lease

     "the Superior Lease"
     means the lease of the Demised Premises and other land and premises dated
     4th June 1990 and made between Brighton Borough Council of the one part and
     the Landlord of the other part as varied by a Deed of Variation dated 5th
     July 1991 and made between Brighton Borough Council of the one part and the
     Landlord of the other part

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     "the Superior Lessor"
     means Brighton Borough Council or such other person entitled to the benefit
     of the reversion expectant upon the determination of the Superior Lease

     "the Interest Rate" means the rate of Four per centum per annum above the
     base rate from time to time of The Royal Bank of Scotland PLC

     "the Planning Acts"
     means the Town and Country Planning Act 1990 the Planning (Consequential
     Provisions) Act 1990 the Planning (Hazardous Substances) Act 1990 and the
     Planning (Listed Building and Conservation Areas) Act 1990 or any statutory
     consolidation modification or re-enactment of all or any of the above Acts

     "CIL" means Computer Imprintable Label System Limited (the present
     tenants of the leases granted by the Landlord) or their assigns of the
     leases of Units 3B 3C and 3D

     "Unit 1 Option Agreement" means an agreement of even date with this Lease
     made between (1) the Landlord and (2) the Tenant whereby the Tenant has an
     option to take up a lease of Unit 1 in accordance with the provisions
     therein contained

     "Unit 1" means Unit 1 Home Farm Business Centre Home Farm Road Brighton
     East Sussex

     "Units 3B 3C and 3D" means the units adjoining the Demised Premises known
     as Units 3B 3C and 3D Home Farm Business Centre Home Farm Road Brighton
     East Sussex

     "Qualifying Person" means a company or corporation registered in the
     United Kingdom which has annual profits (which term shall have a meaning
     which is consistent with the term "profits for the financial year" where
     used in the Fourth Schedule to the Companies Act 1985) in 

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     the United Kingdom as shown in such company's or corporation's properly
     audited financial statements for the last three 12 month accounting periods
     immediately preceding the proposed assignment of this lease to such company
     or corporation (the last of such accounting periods expiring not more than
     12 months prior to the date of such assignment) which are not less than the
     sum of the annual rents pursuant to clauses 2(A) and 2(B) of this lease for
     the year immediately prior to the date of such assignment multiplied by a
     factor of 2.5

2.   IN consideration of the rents and tenants covenants hereinafter reserved
     and contained the Landlord HEREBY DEMISES unto the Tenant the Demised
     Premises TOGETHER WITH the easements and rights specified in Part 1 of the
     First Schedule hereto EXCEPT AND RESERVED unto the Landlord and others the
     easements and rights specified in Part 2 of the First Schedule hereto TO
     HOLD the same unto the Tenant for the Term YIELDING AND PAYING to the
     Landlord without deduction during the Term and proportionately for any
     fraction of a year the rents set out hereunder

     (A)  The FIRST RESERVED RENT as hereinbefore defined being

          (1)  from and including the Rent Commencement Date until and including
               the day immediately preceding the first Review Date the Initial
               Rent; and

          (2)  during each successive Review Period a rent equal to the yearly
               rent previously payable hereunder or such increased rent as shall
               be ascertained in accordance with Clause 3 hereof whichever shall
               be the greater

     ALL such rents to be paid by equal quarterly instalments in advance on the
     usual quarter days in every year the first payment of the Initial Rent
     (apportioned in respect of the period from and including the Rent
     Commencement Date up to and including the day immediately preceding

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     the next following quarter day) to be payable on the Rent Commencement Date

     (B)  The SECONDARY RESERVED RENTS as hereinbefore defined

          Such rents to be payable from and including the date hereof or (if
          earlier) the date of occupation (as determined by the Landlord or the
          Landlord's Surveyor) and to be paid to the Landlord within fourteen
          days of demand (except as otherwise provided)

3.   RENT REVIEW

     (1)  The increased rent for any Review Period shall be (having regard to
          current open market values) the open market yearly rent at which the
          whole of the Demised Premises might reasonably be expected to be let
          at the relevant Review Date

     (A)  On the following assumptions at the relevant Review Date:-

          (i)  that the Demised Premises are fit for immediate occupation and
               use and that no work has been carried out thereon by the Tenant
               its undertenants or their respective predecessors in title during
               the Term which has diminished the rental value of the Demised
               Premises and that in case the Demised Premises have been
               destroyed or damaged they have been fully restored

          (ii) that the Demised Premises are available to let in the open market
               by a willing landlord to a willing tenant as a whole without a
               premium but with vacant possession and subject to the provisions
               of this lease (other than the amount of the rent hereby reserved
               but including the provisions for rent review at intervals of
               every five years) for a term of ten years from the relevant
               Review 

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               Date or the residue then unexpired of the term of this lease
               (whichever shall be the longer)

          (iii) that the convenants herein contained on the part of the Tenant
               and the Landlord have been fully performed and observed

     (B) But disregarding:-

          (i)  any effect on rent of the fact that the Tenant its undertenants
               or their respective predecessors in title have been in occupation
               of the Demised Premises; and

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

          (iii) any increase in rental value of the Demised Premises
               attributable to the existence at the relevant Review Date of any
               improvement to the Demised Premises or any part thereof carried
               out with consent where required by and at the expense of the
               Tenant its undertenants or their respective predecessors in title
               during Term otherwise than in pursuance of an obligation to the
               Landlord or its predecessors in title; and

          (iv) any effect on rental value of any obligation of the Tenant to
               remove alterations or to restore or reinstate the Demised
               Premises

          (v)  any rent free period or reduced rent period allowed to the Tenant
               under the terms of this lease

          (vi) the provisions of clause 6(3) hereof save for Clauses 6(3) (a)
               (c) and (h) hereof

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     (2)  The increased rent for any Review Period 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 by an arbitrator
          such arbitrator 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

     (3)  IT IS HEREBY FURTHER PROVIDED in relation to the ascertainment and
          payment of the reviewed rent as follows:-

          (A)  The arbitrator shall be a Chartered Surveyor having not less than
               ten years experience in letting and valuation of similar property
               and of similar sized properties to the Demised Premises
               throughout England

          (B)  The arbitration shall be conducted in accordance with the
               Arbitration Acts 1950 and 1979 or any statutory modification or
               re-enactment thereof for the time being in force with the further
               provision that if the arbitrator nominated pursuant to Clause 3
               hereof shall die or decline to act the President for the time
               being of the Royal Institution of Chartered Surveyors or the
               person acting on his behalf may on the application of either the
               Landlord or the Tenant by writing discharge the arbitrator and
               appoint another in his place

          (C)  When the increased rent has been ascertained as hereinbefore
               provided the Landlord and the Tenant shall record it forthwith by
               each signing and exchanging a separate written memorandum and the
               Landlord and the Tenant shall bear their own costs in respect
               thereof

          (D)  (i)  if the increased rent payable on and from any Review Date
                    has not been agreed by that Review

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                    Date rent shall continue to be payable at the rate
                    previously payable and forthwith upon the increased rent
                    being ascertained the Tenant shall pay to the Landlord any
                    shortfall between the rent actually paid and the increased
                    rent payable from the relevant Review Date up to the quarter
                    day immediately following the date that the increased rent
                    is ascertained together with interest on each instalment
                    thereof from the date upon which the same would have been
                    payable if the increased rent had been ascertained on the
                    relevant Review Date to the date of actual payment thereof
                    at the rate of two per cent below the Interest Rate and the
                    interest so payable shall be recoverable in the same manner
                    as rent in arrear

               (ii) for the purposes of this proviso the increased rent shall be
                    deemed to have been ascertained on the date when the same
                    has been agreed between the Landlord and the Tenant or as
                    the case may be the date of the award of the arbitrator

          (E)  Time shall not be of the essence of this Rent Review clause

          (F)  If either the Landlord or the Tenant shall fail to pay any costs
               awarded against it in an arbitration under the provisions hereof
               within fourteen days of the same being demanded by the arbitrator
               the other shall be entitled to pay the same and the amounts so
               paid shall be repaid by the party chargeable on demand

     (4)  Without prejudice to the provisions of this Clause if on any Review
          Date there shall be in force any enactment which shall relate to the
          control of rents and/or which shall restrict 

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          the Landlord's right to review the rent or recover any increased rent
          under this lease then the Landlord shall be entitled upon the
          termination or relaxation of such restriction to serve notice
          (hereinafter called "Interim Notice") upon the Tenant and from and
          after the date of the termination or relaxation of such restriction
          until the next Review Date (or until the end of the Term) as the case
          may be the rent shall be increased to whichever is the higher of the
          rent agreed or determined in accordance with the provisions
          hereinbefore contained but at the date of service of the Interim
          Notice (or such lesser sum as may be permitted) or the rent payable
          immediately prior thereto and the provisions of this Clause shall
          apply accordingly with the substitution of the date of the termination
          or relaxation of such restriction for the relevant Review Date

4.   THE Tenant hereby covenants with the Landlord as follows:-

     (1)  TO PAY RENT AND INTEREST

          (a)  To pay the rents hereby reserved unto the Landlord throughout the
               Term at all times and in manner aforesaid without any deduction
               whatsoever except as authorized by any statutory enactment for
               the time being in force

          (b)  If any of the rents hereby reserved shall be due but unpaid for
               14 days to pay interest thereon (if demanded by the Landlord)
               calculated on a daily basis with three monthly rents from the due
               date until receipt by the Landlord at the Interest Rate (the
               Interest Rate shall and apply before as well as after and
               notwithstanding any judgement of the Court) Provided that this
               sub-clause shall not prejudice any other right or remedy in
               respect of such reserved rents

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          (c)  If following the occurrence of any of the events referred to in
               clause 6(1)(b) hereof acceptance of any of the rents hereby
               reserved shall be reasonably refused by the Landlord but shall
               subsequently be accepted without prejudice to any other right or
               remedy of the Landlord to pay interest thereon (if demanded by
               the Landlord) calculated on a daily basis with three monthly
               rents from the due date until acceptance and receipt by the
               Landlord at the Interest Rate (the Interest Rate shall apply
               before as well as after and notwithstanding any judgement of the
               Court) Provided that this sub-clause shall not prejudice any
               other right or remedy in respect of such reserved rents

     (2)  TO PAY SERVICE CHARGE AND INSURANCE

          (a)  To pay the Service Charge in the manner set out in Part 2 of the
               Second Schedule hereto

          (b)  To pay on demand therefor the sum representing the cost (subject
               to the provisions of clause 4(7)(h) hereof) of complying with the
               Landlord's insuring covenant hereinafter contained

     (3)  TO PAY RATES AND TAXES

          To pay and discharge all existing and future rates taxes charges
          duties assessments and outgoings whatsoever whether parliamentary
          local or otherwise now or hereafter imposed or charged upon the
          Demised Premises or any part thereof or upon the owner or any occupier
          thereof or payable by either in respect thereof (excluding any payable
          by the Landlord in respect of receipt of rent or any other payment
          made by the Tenant under this lease (except any VAT payable on rent or
          any other payment made by the Tenant under this lease) or on any
          disposition or dealing with or the ownership of the

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          reversion of this lease) but including all charges in respect of water
          gas electricity and telecommunications used or consumed at the Demised
          Premises PROVIDED ALWAYS that the Tenant shall not agree or by default
          allow to be fixed the rateable value of the Demised Premises or any
          part thereof without the prior written consent of the Landlord such
          consent not to be unreasonably withheld

     (4)  TO REPAIR

          Well and substantially to repair cleanse maintain amend and keep in
          good and substantial repair the Demised Premises (including the Main
          Structure and all fixtures fittings Plant machinery and apparatus
          belonging thereto) and all additions made thereto and the walls fences
          drains appurtenances and decorations thereof and to renew and replace
          the same from time to time insofar as the same may be or become beyond
          repair at any time during or at the expiration of the Term (howsoever
          determined) damage in all such cases from any of the Insured Risks
          excepted so long as the Policy of insurance effected by the Landlord
          shall not have been vitiated or payment of any Policy moneys refused
          in whole or in part by reason of any act neglect or default of the
          Tenant its undertenants or their respective servants agents or
          licensees

     (5)  TO PAINT AND DECORATE

          In every third year of the Term and also during the last year thereof
          (howsoever determined) to paint in a proper and workmanlike manner the
          outside wood iron and other parts heretofore or usually painted of the
          buildings on Demised Premises and all additions thereto with two coats
          of good quality paint suitable for external use and for the surface
          and material to which it is to be applied such painting in the last
          year of the Term (howsoever determined) to be in colours previously
          approved in writing by the Landlord and in 

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          every fifth year of the Term and also in the last year thereof
          (howsoever determined) to paint in a proper and workmanlike manner all
          the inside wood iron and other parts heretofore or usually painted of
          the buildings on the Demised Premises and all additions thereto with
          two coats of good quality paint suitable for the surface and material
          to which it is to be applied such Painting in the last year of the
          Term (howsoever determined) to be in colours Previously approved in
          writing by the Landlord And on the occasion of every such external
          painting to varnish or colour the external parts usually or previously
          so dealt with and on the occasion of very internal painting to varnish
          wash stop whiten and colour all such parts as have previously been or
          are usually so dealt with and to repaper with suitable paper of good
          quality (in the last year of the Term (howsoever determined in colours
          previously approved in writing by the Landlord) the parts previously
          or usually papered PROVIDED THAT for the avoidance of doubt the Tenant
          shall not be required to paint the external profiled sheet cladding in
          accordance with the covenant hereinbefore contained but shall keep the
          same cleansed and maintained as necessary throughout the Term

     (6)  TO CLEAN WINDOWS ETC

          To clean internally and externally the windows of the Demised Premises
          as often as occasion shall require and at least once in every month
          and at least once a week to remove all refuse rubbish and scrap which
          may have accumulated on the Demised Premises.

     (7)  INSURANCE

          (a)  Subject to the Landlord having supplied to the Tenant in writing
               full particulars of any policy of insurance effected on the
               Demised Premises and of any 

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               modification or variation thereof not to do or omit or allow to
               be done or omitted any act matter or thing whatsoever whereby any
               policy of insurance effected on the Demised Premises or anything
               therein or on any adjoining or neighbouring premises of the
               Landlord may become void or voidable or the premiums payable for
               such insurance increased

          (b)  To the extent that any insurance premium payable in respect of
               any adjoining or neighbouring premises is increased by any use
               act neglect omission or default of the Tenant its undertenants or
               their respective servants agents or licensees in relation to the
               Demised Premises to pay the Landlord on demand the amount of such
               increase

          (c)  In the event of the Demised Premises or any part thereof being
               destroyed or damaged by any of the insured Risks to give
               immediate notice thereof in writing to the Landlord

          (d)  In the event of the Demised Premises or any part thereof being
               destroyed or damaged by any of the Insured Risks and the
               insurance money under any insurance effected against the same
               being wholly or partly irrecoverable (by reason of any act
               neglect omission or default of the Tenant its undertenants or
               their respective servants agents or licensees) then and in every
               such case the Tenant will pay to the Landlord forthwith the whole
               or (as the case may require) a fair proportion of the cost of
               completely rebuilding and reinstating the same

          (e)  Subject to the Landlord having supplied in writing to the Tenant
               full particulars thereof to comply with the requirements and
               recommendations of the Landlord's insurers

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          (f)  Not to store on the Demised Premises any inflammable or any
               explosive combustible or deleterious substance save that the
               Tenant may store at the Demised Premises such reasonable
               quantities of inflammable substances in proper and safe
               containers as are normally used for its business SUBJECT TO the
               Tenant obtaining the Landlord's insurers prior written approval
               thereto and the Tenant paying any increase in insurance premium
               arising therefrom and on the reasonable request of the Landlord
               supplying to the Landlord details of the type and amounts of the
               substances stored on the Demised Premises

          (g)  To repay to the Landlord on demand the proper costs and expenses
               incurred in obtaining valuations of the Demised Premises for
               insurance purposes from time to time but so that such valuations
               shall not be carried out more frequently than once every three
               years

          (h)  The Landlord may retain for the Landlord's own benefit any
               commissions or discount received or obtained by the Landlord on
               or based on the gross premiums and other expenses which would
               otherwise be paid incurred or suffered by the Landlord in
               effecting or maintaining such insurance

          (i)  To insure and keep insured in the joint names of the Landlord and
               the Tenant and such other names as the Landlord may reasonably
               require all the plate glass or any substitute or alternative
               material used in windows (if any) and doors in the Demised
               Premises against breakage or damage howsoever caused with an
               insurance company of repute to the full reinstatement value
               thereof and public liability relevant to such breakage and pay
               all premiums necessary for that purpose and whenever required
               produce to the Landlord or its agent the policy of insurance and
               the receipt for the current 

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<PAGE>   19
               year's premium and whenever a claim arises to use the insurance
               money forthwith in reinstating the same with a like material to
               the reasonable satisfaction of the Landlord's Surveyor making up
               any deficiency out of the Tenant's own moneys

          (j)  To pay to the Landlord on demand the amount of any excess which
               may be applicable in the event of any claim in respect of any of
               the Insured Risks

     (8)  TO EXECUTE WORKS

          To execute all works on or in respect of the Demised Premises now or
          from time to time throughout the Term lawfully required to be executed
          by any local or public authority (including works required under the
          Health & Safety at Work etc. Act 1974 the Offices Shops and Railway
          Premises Act 1963 or any Act amending or replacing the same for the
          time being in force) whether the said works shall be required to be
          executed by the Landlord or by the Tenant and in all respects and at
          the Tenant's own expense to comply with and cause to be complied with
          the provisions of all statutes byelaws and regulations for the time
          being in force and the requirements of any competent authority
          affecting or relating to the Demised Premises or the use thereof and
          at all times to indemnify and to keep indemnified the Landlord and the
          Superior Lessor against all claims demands expenses and liability in
          respect thereof

     (9)  NOTICES RECEIVED

          Within seven days of receipt of the same to give full particulars to
          the Landlord of any notice direction or order or proposal for a notice
          direction or order made given or issued to the Tenant by any
          government department or local or public authority and if so required
          by the Landlord to 

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<PAGE>   20
          produce and supply copies of the same to the Landlord AND without
          delay to take all necessary steps to comply with the same AND ALSO at
          the request of the Landlord to make or join with the Landlord in
          making such objections or representations relating to the same as the
          Landlord shall deem expedient but with due regard being had to the
          Tenant's interest in the Demised Premises

     (10) TO PERMIT ENTRY TO VIEW

          To permit the Landlord and the Superior Lessor and their respective
          Surveyors or other agents during the Term at reasonable hours in the
          daytime on prior appointment to enter the Demised Premises to view the
          state of repair and condition of the same and to take inventories of
          the fixtures therein

     (11) TO PERMIT ENTRY TO REPAIR

          To permit the Landlord and the Superior Lessor or their respective
          agents or the Landlord's Surveyor with or without workmen at any time
          during the Term at reasonable hours in the daytime on prior
          appointment except in the case of emergency to enter upon the Demised
          Premises for the purpose of executing repairs or alterations to or in
          connection with any adjoining premises of the Landlord or the superior
          Lessor the Landlord or the Superior Lessor making good all damage
          thereby occasioned to the Demised Premises

     (12) TO REPAIR ON NOTICE

          To repair and make good to the satisfaction of the Landlord and the
          Superior Lessor all breaches of covenant defects and wants of
          reparation for which the Tenant may be liable under the covenants
          herein contained of which notice shall have 

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<PAGE>   21
          been given by the Landlord to the Tenant within two calendar months
          after the giving of such notice or sooner if requisite

     (13) TO COMPLY WITH STATUTORY REQUIREMENTS

          (a)  At all times to observe and comply with the provisions of or
               imposed under any statute licence or regulation regulating or
               permitting the use of the Demised Premises for the purpose for
               which they are for the time being used and the requirements of
               any competent authority in that connection and at the expense of
               the Tenant to do all that is necessary to obtain maintain and
               renew all licences and registrations required by law for the use
               of the Demised Premises for that purpose

          (b)  At the sole cost of the Tenant to comply with the Planning Acts
               for the time being in force and of all byelaws orders and
               regulations licences consents permissions and conditions made
               thereunder affecting the Demised Premises or any use thereof and
               to indemnify and keep harmless and indemnified the Landlord
               against any breach or non-performance of any such requirements
               and against all costs expenses penalties and levies thereby
               arising

     (14) PLANNING

          In relation to the Planning Acts:

          (a)  Not without the prior written consent of the Landlord such
               consent not to be unreasonably withheld or delayed to apply for
               permission to carry out on the Demised Premises any development
               requiring permission under the Planning Acts

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<PAGE>   22
          (b)  Not to implement any planning permission relating to the Demised
               Premises without the prior written consent of the Landlord such
               consent not to be unreasonably withheld or delayed but without
               prejudice to the generality of the foregoing such consent shall
               be given if in the opinion of the Landlord or the Landlord's
               Surveyor (whose decision shall be final) the value of the
               Landlord's reversionary interest is not affected thereby

          (c)  Whenever required to permit the Landlord to enter upon the
               Demised Premises to comply with any requirement lawfully made of
               it under the Planning Acts by any competent authority
               notwithstanding that any action reasonably necessary for
               compliance interferes with the Tenant's enjoyment of the Demised
               Premises

          (d)  To pay and satisfy any charge which may hereafter be imposed
               under the Planning Acts in respect of the carrying out of any
               operations or the institution or continuance of the use of the
               Demised Premises

          (e)  Unless the Landlord shall otherwise direct in writing to carry
               out and complete before the expiration or sooner determination of
               the Term any works stipulated to be carried out to the Demised
               Premises (notwithstanding that such works are to be carried out
               by a later date) as a condition of planning permission for any
               development begun before such expiration or sooner determination

          (f)  If the Tenant shall receive any compensation relating to the
               Tenant's interest hereunder due to any restriction placed upon
               the user of the Demised Premises as a result of the Planning Acts
               then if and when the Tenant's interest hereunder shall be
               determined by assignment or 

                                      -20-
<PAGE>   23
               under the power of re-entry herein contained the Tenant shall
               forthwith make such provision as is just and equitable for the
               Landlord to receive its due benefit from such compensation

     (15) PERMITTED USE

          Not to use or permit or suffer to be used the Demised Premises or any
          part thereof otherwise than solely and exclusively as and for use
          within Class B1(b) or (c) of the Town and Country Planning (Use
          Classes) Order 1987 (as originally enacted) and uses ancillary thereto

     (16) PROHIBITED USES

          Not to use the Demised Premises or any part thereof nor allow the same
          to be used as the premises of any public or local authority to which
          the public have access or for any public meeting exhibition or
          entertainment or for any illegal or immoral purpose or for the
          purposes of a club whether or not one where intoxicating liquor is
          supplied to members or their guests nor permit or suffer any sale by
          auction to be held on the Demised Premises or any part thereof or to
          sell serve or supply or permit or suffer to be sold served or supplied
          any intoxicating liquor thereon or therefrom (save that intoxicating
          liquor may be served to staff in any staff restaurant which is
          ancillary to the use permitted by Clause 4(15) hereof) or play or use
          or allow to be played or used any sound-producing instrument or
          apparatus on the Demised Premises or any part thereof so as to be
          audible outside the Demised Premises nor permit the Demised Premises
          to be used as a sleeping place for any person and not to use the
          Demised Premises or any part thereof or permit or suffer the same to
          be used for the purpose of any betting transactions or for gaming with
          or between persons resorting to the Demised Premises and not to make
          or permit or suffer to be made any 

                                      -21-
<PAGE>   24
          application for a Betting Office Licence or a Licence or registration
          under the Gaming Acts 1963 to 1968 in respect of any part of the
          Demised Premises

     (17) NUISANCE

          (a)  Not to do or commit or permit or suffer to be done or committed
               upon the Demised Premises or any part thereof any act or thing
               which shall be a nuisance annoyance or disturbance to the
               Landlord or the Superior Lessor or to the owners lessees or
               occupiers for the time being of any adjoining or neighbouring
               property or to the neighbourhood

          (b)  Not to place or cause to be placed or suffer to remain any good
               parcels refuse or rubbish in or about the Forecourt Car Parking
               Spaces pavements or entrances of the Demised Premises or
               otherwise obstruct the same and in all respects to conform to
               such reasonable rules and regulations as the Landlord may from
               time to time make in this respect in the interest of good estate
               management

          (c)  Not to park any vehicles on any part of Block 3 otherwise than in
               the Car Parking Spaces

     (18) ALTERATIONS

          (a)  Not at any time during the Term to make any alteration or
               addition to the sprinkler system (if any) or to make any
               alterations to the Demised Premises which effect the operation of
               the sprinkler system (if any) without first obtaining the consent
               in writing of the Landlord such consent not to be unreasonably
               withheld or delayed 

                                      -22-
<PAGE>   25
          (b)  Not at any time during the Term to make any alteration or
               addition to the electrical installation of the Demised Premises
               save in accordance with the terms and conditions laid down by the
               Institution of Electrical Engineer's and the Regulations of the
               Electrical Supply Authority;

          (c)  Not at any time during the Term to erect set up or maintain or
               suffer to be erected set up or maintained on the Demised Premises
               or any part thereof any building shed or similar structure
               whether of a permanent or temporary character

          (d)  Not at any time during the Term to make any change to the
               external design or appearance of the building constructed on the
               Demised Premises

          (e)  Not to cut maim alter or injure or suffer to be cut maimed
               altered or injured the Main Structure nor make any external or
               internal alterations in the plan or elevation of the building on
               the Demised Premises or in any party or other wall nor alter or
               change any of the materials or architectural decorations of the
               said building nor make or maintain or suffer to be made or
               maintained any addition thereto either in height or projection

          (f)  Not at any time during the Term to overload the floors or
               ceilings or the Main Structure in any way which imposes a weight
               or strain in excess of that which the building on the Demised
               Premises is constructed to bear with due margin for safety or
               which will in any way strain or interfere with the Main Structure

          (g)  Not to make any non-structural erection addition or alteration
               whatsoever to the Demised Premises (including  

                                      -23-
<PAGE>   26
               to walls timbers wires pipes drains appurtenances fixtures or
               fittings thereof) without the previous consent in writing of the
               Landlord (which consent shall not be unreasonably withheld or
               delayed) such consents to be without prejudice nevertheless to
               the provisions of this and sub-clauses (13 (14) and (26) hereof
               nor except in accordance with plans and specifications (with such
               additional copies thereof as the Landlord may reasonably require)
               previously submitted to and approved in writing by the Landlord
               nor carried out except to the satisfaction of its Surveyor

          (h)  Nothing herein contained in this sub-clause (18) shall prevent
               the Tenant from installing or removing internal non-structural
               demountable partitioning in the Demised Premises or installing
               suspended ceilings lighting and heating on the ground floor of
               the Demised Premises without the Landlord's consent provided such
               works do not adversely affect the services in the Demised
               Premises and the Tenant shall supply the Landlord with plans
               detailing the internal layout of the Demised Premises then
               current on demand by the Landlord and provided further that any
               suspended ceilings lighting and heating installed pursuant to
               this paragraph and any carpets laid by the Tenants shall be the
               property of the Tenant and may be removed by the Tenant on
               vacating the Demised Premises but all damage caused to the
               Demised Premises in removing such items shall be made good in a
               proper and workmanlike manner by the Tenant

          (i)  Any alterations or additions carried out to the Demised Premises
               (including without prejudice to the generality of the foregoing
               the suspended ceilings lighting and heating as aforesaid if these
               items are not removed by the Tenant) shall at the end or sooner
               determination of 

                                      -24-
<PAGE>   27
               the Term be reinstated by the Tenant if requested in writing by
               the Landlord so to do

     (19) SIGNS

          (1)  Not without the Previous written consent of the Landlord and the
               Superior Lessor (such consents not to be unreasonably withheld)
               to carry out or permit the painting or writing of any notice or
               advertisement whatsoever whether permanent or temporary on the
               glass of the windows or doors of the building on the Demised
               Premises or (except with the previous written consent of the
               Landlord and the Superior Lessor) the affixing or display of any
               bill notice doorplate sign or advertisement which projects over
               any street or land over which the public has access

          (2)  Without prejudice to the provisions of sub-clause (19)(1) of this
               Clause not to exhibit put up or permit upon any part of the
               exterior of the building on the Demised Premises and the open
               areas thereof without the previous consent in writing of the
               Landlord and the Superior Lessor (such consents not to be
               unreasonably withheld or delayed) any bill notice sign or
               advertisement other than such as relate solely to the Tenant its
               undertenants or other occupier's business for the time being
               carried on at the Demised Premises PROVIDED and it is hereby
               declared that if any bill notice sign or advertisement displayed
               in or upon any part of the exterior of the building on the
               Demised Premises or in or upon any part of the interior of the
               building on the Demised Premises which is visible from outside
               the building on the Demised Premises shall in the reasonable
               opinion of the Landlord or the Superior Lessor be unsightly
               undesirable or objectionable then the same shall be removed by
               the Tenant within twenty-four hours 

                                      -25-
<PAGE>   28
               after the receipt by the Tenant of notice requiring the Tenant so
               to do

     (20) ALIENATION ETC

          (a)  COMPLETE BAR ON CERTAIN DEALINGS

               Not to assign underlet or part with possession or part with or
               share occupation of the Demised Premises or any part thereof save
               as hereinafter provided

          (b)  SHARING OCCUPATION

               The Tenant may share occupation or possession of any part of the
               Demised Premises with any member of the group of companies (as
               defined in Section 42(1) of the Landlord and Tenant Act 1954) of
               which the Tenant is itself a member on the condition that:-

               (i)  no relationship of landlord and tenant is created between
                    the Tenant and any such company

               (ii) the possession or occupation shall forthwith be determined
                    if the Tenant and the relevant member shall cease for any
                    reason whatsoever to be members of the same group of
                    companies

               (iii) On written request from the Landlord or its agents the
                    Tenant shall supply in writing to the Landlord or its agents
                    details of the identity of any company as aforesaid let into
                    occupation

          (c)  ASSIGNING THE WHOLE

               Not to assign the whole of the Demised Premises

                                      -26-


   
<PAGE>   29
               (i)  without the Landlord's prior written consent such consent
                    not to be unreasonably withheld or delayed and

               (ii) except to an assignee who shall first have

                    (a)  entered into a direct covenant with the Landlord to
                         observe and perform the covenants and conditions on the
                         part of the Tenant contained in this lease

                    (b)  if reasonably so required by the Landlord procured a
                         covenant with the Landlord by an acceptable guarantor
                         or guarantors in the terms (mutatis mutandis) set out
                         in the Third Schedule hereto or in such other form as
                         the Landlord may reasonably require

          (d)  UNDERLETTING THE WHOLE

               Not to underlet the whole of the Demised Premises

               (i)  without the Landlord's prior written consent such consent
                    not to be unreasonably withheld

               (ii) except to an underlessee who shall first have

                    (a)  entered into a covenant with the Landlord to observe
                         and perform the covenants and conditions on the part of
                         the Tenant contained in this lease (other than the
                         covenant to pay rent) and

                    (b)  if reasonably so required by the Landlord (in the case
                         of an underlease for a term of more than 3 years)
                         procured a covenant with 

                                      -27-
   
<PAGE>   30
                         the Landlord by an acceptable guarantor or guarantors
                         in the terms (mutatis mutandis) set out in the Third
                         Schedule hereto or in such other form as the landlord
                         may reasonably require

               (iii) in consideration of any fine or premium

               (iv) without reserving a yearly rent payable in advance on the
                    usual quarter days equal to the then open market yearly
                    rental value of the Demised Premises and where the
                    underlease is for a term of more than 3 years such rent
                    shall be reviewable on the same dates and on the same terms
                    as the rent payable under this lease

               (v)  except on similar covenants and conditions to those
                    contained in this lease and in particular:

                    (a)  for the re-entry on breach of any covenant in the
                         underlease

                    (b)  that the underlease will contain similar terms as to
                         the carrying out of and the paying for repairs and
                         proper service charges

               (vi) without obtaining prior to the grant of the underlease an
                    Order of the Court excluding the provisions of Sections 24
                    to 28 (inclusive) of the Landlord and Tenant Act 1954 and
                    providing in the underlease that the landlord and tenant
                    thereunder have agreed to exclude such provisions

                                      -28-


<PAGE>   31
               (vii) without taking from any underlessee unqualified covenants
                    (which the Tenant shall enforce):

                    (a)  not to assign or underlet the whole of the Demised
                         Premises without prior written consent of the Landlord
                         (under this lease) such consent not to be unreasonably
                         withheld or delayed and

                    (b)  not to deal in any other way whatsoever with the
                         Demised Premises or any part thereof and

                    (c)  to obtain from any assignee of the underlease a
                         covenant with the Landlord (under this lease) to
                         observe and perform the covenants and conditions on the
                         part of the Tenant contained in this lease (other than
                         the covenant to pay rent) during the term granted by
                         the underlease

          (e)  RENT REVIEWS UNDER UNDERLEASES

               To procure that in any underletting the yearly rent is reviewed
               under such under lease in accordance with the terms of the under
               lease but not to agree any rent on review under any underlease
               without the prior written consent of the Landlord such consent
               not to be unreasonably withheld and (if the rent under the
               underlease is to be awarded by an arbitrator in accordance with
               the provisions therein contained) to procure that the Landlord's
               representations as to the yearly rent payable thereunder are made
               to the arbitrator to the reasonable satisfaction of the Landlord

          (f)  ENFORCEMENT OF COVENANTS

                                      -29-

<PAGE>   32
               To enforce the performance and observance by an underlessee of
               the provisions of the underlease and not at any time either
               expressly or by implication to waive any breach of the covenants
               or conditions on the part of the under lessee or assignee of any
               underlease nor without the consent of the Landlord (such consent
               not to be unreasonably withheld) to vary the terms

          (g)  AGREEMENT

               It is hereby expressly agreed and declared that if the Landlord
               (acting reasonably) shall not be satisfied that the yearly rent
               to be reserved by a proposed underlease is in accordance with
               sub-clause (20(d)(iv) of this Clause 4 then the Landlord may
               refuse its consent to such underletting and such refusal shall be
               deemed to be reasonable

     (21) TO REGISTER ANY DISPOSITION

          To give notice in writing of every assignment assent transfer under
          lease change of name charge or devolution of or other instrument
          relating to or affecting the Demised Premises and to produce a
          certified copy of the same within twenty one days after the execution
          or grant thereof to the solicitors of the Landlord and to pay their
          reasonable registration fee (and that of the Superior Lessor) in
          respect of each such instrument PROVIDED THAT registration of any such
          document shall not require the Landlord to consider the terms thereof
          and shall not be evidence that it has done so

     (22) RE-LETTING

          To permit the Landlord and the Superior Lessor or their agents at any
          reasonable time in the daytime on prior notice to enter upon the
          Demised Premises and to affix upon any 

                                      -30-
<PAGE>   33
          appropriate or suitable part thereof a notice board or boards for
          re-letting at any time six months prior to the expiration or sooner
          determination of the Term or at any time for selling and to permit all
          persons authorised by order in writing of the Landlord or its agents
          to view the Demised Premises at reasonable hours in the day time
          without interruption

     (23) EASEMENTS

          To take all necessary steps to prevent any encroachment upon the
          Demised Premises or the acquisition of any new right to light passage
          drainage or other easement over upon or under the Demised Premises and
          to give notice in writing to the Landlord of any threatened
          encroachment or attempt to acquire any such easement and throughout
          the Term to preserve unobstructed and undefeated all rights of light
          and other easements appertaining to the Demised Premises and not to
          permit or suffer but give notice in writing to the Landlord of any act
          matter or thing whereby a new easement or encroachment might come to
          be made into against over or upon the Demised Premises or any part
          thereof and to do all such things as the Landlord may reasonably
          require to prevent the same

     (24) LANDLORD'S COSTS

          To pay to the Landlord on an indemnity basis all reasonable and proper
          Solicitors' (as between a Solicitor and own client) counsels'
          surveyors' and other professional costs expenses and fees incurred by
          the Landlord


          (a)  In or in contemplation of any proceedings relating to the Demised
               Premises whether or not under Sections 146 or 147 of the Law of
               Property Act 1925 or the preparation and service of a notice
               thereunder (whether 

                                      -31-
<PAGE>   34
               or not any right of re-entry or forfeiture has been waived by the
               Landlord or a notice served on the Tenant has been complied with
               or the Tenant has enjoyed relief under the provisions of the said
               Act or forfeiture is avoided otherwise than by relief granted by
               the Court) and to keep the Landlord fully and effectively
               indemnified against all costs expenses claims and demands
               whatsoever in respect of such proceedings

          (b)  In the preparation and service of a schedule of dilapidations at
               any time during or after the Term and in the inspection of the
               works which are the subject of such schedule whether during or
               after the carrying out thereof

          (c)  In connection with the recovery of any arrears of the rents
               hereby reserved

          (d)  In respect of any application for consent required by this lease
               whether or not such consent is granted

     (25) TO YIELD UP

          At the expiration or sooner determination of the Term quietly to yield
          up the Demised Premises and any additions thereto so repaired painted
          cleansed maintained amended kept renewed and replaced as aforesaid

     (26) THE SUPERIOR LEASE ETC

          At all times during the Term to observe and perform the obligations on
          the part of the Landlord contained in the Superior Lease (except the
          obligation to pay the premium and the covenant contained in clause
          2(4)) insofar as the same relate to or affect the Demised Premises and
          to keep the Landlord fully and effectually indemnified against all

                                      -32-

<PAGE>   35
          actions proceedings damages costs expenses claims and demands
          whatsoever in respect of any breach thereof

     (27) VALUE ADDED TAX

          Whenever in this lease provision is made for the Tenant to pay any sum
          (including but without prejudice to the generality of the foregoing
          rent legal costs registration fees surveyors and other professional
          fees charges and expenses) on which Value Added Tax is payable or may
          at the election of the Landlord be payable (and provided that the
          Landlord does so elect) then the Tenant shall pay in addition to such
          sum Value Added Tax thereon at the rate appropriate at the time of
          supply PROVIDED THAT where the Value Added Tax supply is to the Tenant
          the Landlord shall provide the Tenant with a VAT invoice addressed to
          and in favour of the Tenant and where the VAT supply is to the
          Landlord the Tenant shall pay to the Landlord only that part of the
          Value Added Tax which the Landlord is not entitled to recover

     (28) PIPES AND DRAINS

          Not to obstruct or permit the obstruction of any pipes including the
          drains serving the Demised Premises by oil grease hair or other
          deleterious matter but to keep all pipes and drains in or serving the
          Demised Premises thoroughly cleaned as often as may be necessary

5.   THE Landlord hereby covenants with the Tenant that:-

     (1)  QUIET ENJOYMENT

          The Tenant paying the rents hereby reserved and performing and
          observing the several covenants conditions and agreements herein
          contained and on the Tenant's part to be performed and observed may
          peaceably and quietly hold and enjoy the Demised 

                                      -33-
<PAGE>   36
          Premises during the Term without any lawful interruption by the
          Landlord or any person rightfully claiming under or in trust for the
          Landlord

     (2)  THE SUPERIOR LEASE

          To observe and perform the covenants on the part of the Landlord
          contained in the Superior Lease but only so far as the Superior Lessor
          shall require the same to be observed and performed and except as they
          are by this lease expressly assumed by the Tenant

     (3)  TO INSURE

          To insure or cause to be insured the Demised Premises and all
          Landlord's fixtures and fittings therein or thereon of an insurable
          nature (other than those which the Tenant or other tenants may be
          entitled to remove) including all the glass herein (save for plate and
          other glass insured by the Tenant pursuant to clause 4(7)(a)) against
          (i) loss or damage by the Insured Risks in such sum (including any
          incidental expenses) as shall be determined from time to time by the
          Landlord to represent the reinstatement cost thereof as new together
          with all professional and other fees and expenses and the cost of site
          clearance and other incidental expenses (ii) public liability of the
          Landlord involving or relating to the Demised Premises or any part
          thereof and (iii) the loss of four years rent in some insurance office
          of repute and to supply a summary of such insurance and evidence of
          payment of the current premium to the Tenant on request once yearly
          and in the case of destruction or damage to the Demised Premises by
          any Insured Risk to immediately notify the insurer on receiving
          notification from the Tenant of the damage or destruction and to claim
          all sums due under the insurance policy and use all reasonable
          endeavours to procure the payment by the insurer of all sums properly
          due under the 

                                      -34-
<PAGE>   37
          insurance policy and apply for and use all reasonable endeavours to
          obtain all planning permissions building regulations consents and
          other consents or licences necessary to enable the Landlord to
          reinstate the Demised Premises and (unless payment of any money
          payable under any policy of insurance shall be wholly or partly
          withheld or refused either in consequence of any exclusion or
          qualification imposed by insurers or of any act neglect or default of
          the Tenant its undertenants or their respective servants agents or
          licensees) to ensure that all insurance moneys (other than for loss of
          rent and public liability) received by the Landlord are with all
          convenient speed (subject to the necessary labour and materials being
          procurable and to all necessary statutory consents being obtained)
          laid out and applied in rebuilding repairing or otherwise reinstating
          the Demised Premises and to make up any deficiency out of its own
          monies

     (4)  INSURANCE PROCEEDS

          Subject to the provisions for reinstatement contained in sub-clause
          (3) of this Clause 5 the building Insurance proceeds shall belong to
          the Landlord for its own use and benefit absolutely

     (5)  NOTIFICATION TO INSURERS

          The Landlord will notify its insurers of the Tenant's interest in the
          Demised Premises and have it noted on the policy or policies of
          insurance

6.   PROVIDED ALWAYS and it is hereby agreed and declared as follows:-

     (1)  FORFEITURE AND RE-ENTRY

                                      -35-
 
<PAGE>   38
          That this lease is made upon the express condition that if (a) any of
          the rents hereby reserved shall be unpaid for twenty one days after
          the due dates whether the same shall have been lawfully demanded or
          not or (b) any Tenant's convenant shall not have been observed or
          performed or (c) if the Tenant being an individual or firm shall
          become bankrupt or be the subject of an interim order under Part VIII
          of the Insolvency Act 1986 or being a Company shall go into either
          compulsory or voluntary liquidation (except for the purpose of
          reconstruction or amalgamation) or shall have an administration order
          made in respect of it under the Insolvency Act 1986 or if an
          administrative receiver or a receiver shall be appointed or (d) the
          Tenant shall enter into composition or arrangement with creditors or
          shall suffer any distress or execution to be levied on the goods of
          the Tenant then and in any of the said cases and at any time
          thenceforth it shall be lawful for the Landlord or its authorised
          agent to re-enter into or upon the Demised Premises and to repossess
          and enjoy the same as if this lease had not been made but without
          prejudice to any right of action or remedy of either party in respect
          of any antecedent breach of any of the convenants by the other herein
          contained

     (2)  RENT CESSER

          If during the Term the Demised Premises or any part thereof shall be
          destroyed or damaged by any Insured Risk so as to be unfit for
          occupation or use and the policy of insurance effected by the Landlord
          shall not have been vitiated or payment of the policy moneys wholly or
          partly withheld or refused by reason of any act neglect or default of
          the Tenant its undertenants or their respective servants agents or
          licensees the First Reserved Rent or a fair proportion thereof
          according to the nature and extent of the damage sustained shall be
          suspended until the Demised Premises shall again be fit for occupation
          and use or until the expiration 

                                      -36-
<PAGE>   39
          of four years from the date of the damage or destruction whichever
          shall be the earlier and any dispute shall be referred to the award of
          a single arbitrator to be appointed in default of agreement upon the
          application of either party by the President for the time being of the
          Royal Institution of Chartered Surveyors in accordance with the
          provisions of the Arbitration Acts 1950 and 1979 or any statutory
          modification thereof for the time being in force

     (3)  DETERMINATION

          (a)  If within four years from the date of such damage or destruction
               as aforesaid of the Demised Premises reinstatement or rebuilding
               of the Demised Premises has not been practically completed then
               after the expiration of the said four year period but only before
               such practical completion as aforesaid either party may give
               written notice to the other terminating this lease three months
               from the date of such notice whereupon this lease shall
               absolutely determine and the rights and obligations of the
               parties shall cease but without prejudice to any right or claim
               arising hereunder and still subsisting at the date of
               determination

          (b)  At any time before 25th January 1997 and Landlord may serve a
               notice on the Tenant to terminate the Term on 23rd June 1998 and
               if the Landlord does so the Term will end at 12 noon on the 23rd
               June 1998 (rent being paid for all that day) but the termination
               will not affect any claim by either party in respect of
               antecedent breaches of the provisions of this lease Provided that
               no such notice to terminate this Lease shall be given by the
               Landlord unless simultaneously therewith he provides reasonably
               evidence that CIL require the Demised Premises for their own use
               and occupation

                                      -37-
<PAGE>   40
          (c)  At any time before the 25th March 1997 the Tenant may serve a
               notice on the Landlord to terminate the Term on 23rd June 1998
               and if the Tenant does so and if the Tenant delivers to the
               Landlord vacant possession of the Demised Premises by 12 noon on
               the 23rd June 1998 the Term will end at 12 noon on the 23rd June
               1998 (rent being paid for all that day) but the termination will
               not affect any claim by either party in respect of antecedent
               breaches of the provisions of this lease

          (d)  The provisions of clause 6(3)(c) hereof shall be null and void if
               the Tenant (with the consent of the Landlord under this Lease)
               grants an underlease of the Demised Premises at any time before
               23rd June 1998 which does not comply with the provisions of
               sub-paragraph (g) hereof save if the Landlord at its discretion
               releases the provisions of this clause 6(3)(d) in the licence to
               underlet

          (e)  Notwithstanding the provisions of clauses 4(20)(d) of this Lease
               the Tenant shall not underlet the Demised Premises after a notice
               to terminate has been served by the Landlord pursuant to clause
               6(3)(b) hereof or served by the Tenant pursuant to clause 6(3)(b)
               hereof

          (f)  Provided that if the Landlord or the Tenant serve notice pursuant
               to sub-paragraphs (b) or (c) hereof and the Tenant exercises the
               option to take a lease of Unit 1 pursuant to the Unit 1 Option
               Agreement the Term will end at 12 noon on the date which is 3
               months after the Rent Commencement Date as defined in the Unit 1
               Option Agreement

          (g)  The provisions of sub-paragraphs (d) and (e) above shall not
               apply in circumstances where an underlease contains an agreement
               authorised by the Court excluding the 

                                      -38-
<PAGE>   41
               provisions of Sections 24 to 28 (inclusive) of the Landlord and
               Tenant Act 1954 and is for a term which expires on or before 23rd
               June 1998

          (h)  At any time before 29th September 2002 the Tenant may serve a
               notice to terminate the Term on 25th December 2003 and if it does
               so and if the Tenant delivers to the Landlord vacant possession
               of the Demised Premises by 12 noon on 25th December 2003 the Term
               will end at 12 noon on 25th December 2003 (rent being paid for
               all that day) but the termination will not affect any claim by
               either party in respect of antecedent breaches of the provisions
               of this lease

          (i)  The provisions of clause 6(3)(h) hereof shall be null and void if
               the Tenant (with the consent of the Landlord under this lease)
               grants an underlease of the Demised Premises or any part thereof
               at any time before 25th December 2003 which does not comply with
               the provisions of sub-paragraph (k) hereof save if the Landlord
               at its discretion releases the provisions of this clause 6(3)(i)
               in the Licence to Underlet

          (j)  Notwithstanding the provisions of clauses 4.20(d) and (e) of this
               lease the Tenant shall not underlet the Demised Premises after a
               notice to terminate has been served by the Tenant pursuant to
               clause 6(3)(h) hereof

          (k)  The provisions of sub-paragraphs (i) and (j) above shall not
               apply in circumstances where an underlease contains an agreement
               authorised by the Court excluding the provisions of Sections
               24-28 (inclusive) of the Landlord and Tenant Act 1954 and is for
               a term which expires on or before 12 noon on 25th December 2003

     (4)  NOTICES

                                      -39-

<PAGE>   42
          The provisions of section 196 of the Law of Property Act 1925 as
          amended by the Recorded Delivery Service Act 1962 shall apply to all
          notices required to be served under this lease

     (5)  MORTGAGEES AND SUPERIOR LESSOR

          In this lease the powers rights matters and discretions reserved to or
          exercisable by the Landlord including powers to enter inspect repair
          maintain or alter the Demised Premises or any part of the Landlord's
          adjoining premises shall also be reserved to or exercisable by its
          Mortgagees and by the Superior Lessor and their respective servants
          agents or workmen

     (6)  SUPERIOR LESSOR'S CONSENT

          In this lease where the consent of the Landlord is required to any
          matter the Superior Lessor's consent shall also be obtained by the
          Tenant if appropriate

     (7)  DISPUTES

          Any dispute arising as between the Tenant and the lessee or occupier
          of any adjacent or neighbouring premises belonging to the Landlord as
          to any easement right or privilege enjoyed or used in common shall be
          decided by the Landlord or the Landlord's Surveyor whose decision
          (save in the case of manifest error) shall be binding upon all parties
          to the dispute

     (8)  COMPENSATION

          Subject to section 38(2) of the Landlord and Tenant Act 1954 neither
          the Tenant nor any assignee or underlessee of the Term or of the
          Demised Premises shall be entitled on quitting the Demised Premises to
          any compensation under the said Act 

                                      -40-
<PAGE>   43
     (9)  LANDLORD AND TENANT ACT 1954

          Having been authorised so to do by an Order of the Lambeth County
          Court dated 28th November 1995 under the provisions of the Landlord
          and Tenant Act 1954 Section 38(4) the Landlord and the Tenant agree
          that the provisions of the Landlord and Tenant Act 1954 Sections 24 to
          28 inclusive shall be excluded in relation to the tenancy created by
          this lease

     (10) RIGHTS OF ENTRY

          Notwithstanding anything contained in this Lease all rights of entry
          into the Demised Premises (whether by the Landlord or its employees or
          agents or other owners tenants or occupiers of the Landlord's
          adjoining or neighbouring property) shall only be exercised in the
          company of an escort provided by ECC Simulation Limited (except in the
          case of emergency) and ECC Simulation Limited undertakes to provide
          such escort without delay when required The provisions of this clause
          6(10) shall only apply while ECC Simulation Limited remains the Tenant
          of the Demised Premises

     (11) RELEASE OF TENANT

          (a)  Subject to compliance with the provisions of clause 4(20)(c) then
               upon and with effect from completion of a lawful assignment of
               the whole of the Demised Premises by the person at that time
               being the Tenant ("the Assignor") to another ("the Assignee")
               where either the Assignor is a Qualifying Person or the Assignee
               is a Qualifying Person the Assignor shall cease to have any
               liability for any future breach or non observance or non
               performance of the covenants on the part of the Tenant contained
               in this Lease and any surety of the Assignor shall cease to have
               any liability for any future breach 

                                      -41-

<PAGE>   44
               or non observance or non performance of the covenants on the part
               of the Tenant contained in this Lease pursuant to any convenants
               given in any guarantee or agreement between such surety and the
               Landlord PROVIDED ALWAYS

               (i)  that the Assignor and any surety of the Assignor shall
                    nevertheless remain liable in respect of any subsisting
                    breach of the said covenants occurring prior to the date of
                    the lawful assignment; and

               (ii) that the Assignor and any surety of the Assignor shall
                    enter into a Deed of Guarantee whereby the Assignor and any
                    surety of the Assignor covenants with the Landlord as surety
                    (in the form reasonably acceptable to it) incorporating a
                    standard of obligations similar to those set out in Third
                    Schedule hereto but adapted to suit the circumstances in
                    which the guarantee is given for the period during which the
                    Assignee remains liable as tenant under the terms of this
                    Lease.

               (b)  If the Assignor and any surety of the Assignor are not
                    released from their respective liabilities by the operation
                    of this clause 6(11) because neither the Assignor or the
                    Assignee is a Qualifying Person then the Assignor and any
                    surety of the Assignor shall in any event cease to have any
                    liability for any future breach or non observance or non
                    performance of the covenants on the part of the Tenant
                    contained in this Lease with effect from the date of the
                    first lawful assignment thereafter by a person at that time
                    being the Tenant to another where either of those persons is
                    a Qualifying Person.

                                      -42-
<PAGE>   45
     (12) INTERPRETATION

          (a)  Whenever the Demised Premises are vested in more than one person
               for the Term every covenant on the part of the Tenant herein
               contained shall be deemed to be made jointly and severally by
               those persons

          (b)  Words importing the masculine gender shall include the feminine
               gender and words in the singular shall include the plural

          (c)  The clause headings hereto shall not affect in any way the
               construction of this lease

     (13) DELIVERY

          The provisions of this lease (other than those contained in this
          clause) shall have no effect until this lease has been dated

     (14) NO AGREEMENT FOR LEASE

          It is hereby certified that there is no agreement for lease to which
          this lease gives effect

7.   SURETY OF COVENANTS

     The Surety hereby covenants with the Landlord as follows:-

     (1)  That the Tenant will throughout the Term and also during such period
          as the Tenant remains in occupation of the Demised Premises pay the
          rents hereby reserved on the days and in manner aforesaid and shall
          duly perform and observe all the covenants hereinbefore on the
          Tenant's part contained and that in the event of the Tenant failing to
          do so the Surety will indemnify and keep indemnified the Landlord from
          and against all actions claims demands costs losses and expenses 
          which 

                                      -43-
<PAGE>   46
          may be brought or made against or sustained or incurred by the
          Landlord howsoever arising directly or indirectly out of or in
          connection with such failure PROVIDED ALWAYS and it is hereby agreed
          that any neglect or forbearance of the Landlord in endeavouring to
          obtain payment of the several rents when the same become payable or to
          enforce performance or observance of the Tenant's covenants and any
          time which may be given by the Landlord to the Tenant shall not
          release or exonerate or in any way affect the liability of the Surety
          under this covenant

     (2)  That if for any reason the term hereby granted shall be prematurely
          determined by forfeiture or if the same shall be disclaimed in
          circumstances releasing the Tenant from liability the Surety will (if
          so required by the Landlord within 60 days of the date of such
          forfeiture or disclaimer) accept from the Landlord a grant of a new
          lease of the Demised Premises from the date of such determination or
          disclaimer for the residue of the Term then unexpired at the same
          several rents hereinbefore reserved and subject to the like covenants
          and provisos as are herein contained and at the expense of the Surety
          and on the execution of such further lease the Surety shall execute
          and deliver to the Landlord a counterpart thereof or (as the case may
          be) the Surety shall accept the vesting in it of this lease

     (3)  That if the Landlord shall not require the Surety to take a lease of
          the Demised Premises pursuant to Clause 7(2) above the Surety shall
          nevertheless upon demand pay to the Landlord a sum equal to the rent
          and to all other payments that would have been payable under this
          lease but for the disclaimer in respect of the period from the date of
          the said disclaimer until the expiration of six months therefrom or
          until the Demised Premises shall have been relet by the Landlord
          whichever shall first occur

     (4)  The Surety represents and warrants to the Landlord that the Surety has
          full power authority and legal right to enter into the covenants
          contained in this Clause 7

                                      -44-
<PAGE>   47
     (5)  The rights and obligations of the parties hereto shall be governed and
          construed in accordance with English law

     (6)  The Surety hereby irrevocably:-

          (a)  agrees that the Courts of England and Wales shall have
               jurisdiction to hear and determine any suit action or proceeding
               arising out of or relating to this lease (including this Clause
               7) and

          (b)  waives to the fullest extent permitted by law any objection which
               the Surety may now or hereafter have to the jurisdiction of the
               Courts of England and Wales to hear and determine any suit action
               or proceeding arising out of or relating to this lease (including
               this Clause 7) or any claim that any such Court is not a
               convenient or appropriate forum

     (7)  The submission to the jurisdiction of the Courts referred to in Clause
          7(6) shall not (and shall not be construed as to) limit the right of
          the Landlord to take proceedings against the Surety in any other Court
          of competent jurisdiction nor shall the taking of proceedings in any
          one or more jurisdictions preclude the taking of proceedings in any
          other jurisdiction whether concurrently or not

     IN WITNESS whereof the parties have executed this lease as a Deed the day
     and year first before written

                      THE FIRST SCHEDULE above referred to

                                      -45-
<PAGE>   48
                                     PART 1

                                 TENANTS RIGHTS

1.   A right of way at all times during the Term for the Tenant its underlessees
     and their respective agents employees and licensees in common with the
     Landlord and all other person having the like right with or without
     vehicles over the part of the Forecourt hatched blue at all times and for
     all purposes connected with the use and enjoyment of the Demised Premises

2.   An exclusive right at all times during the Term to use the Car Parking
     Spaces for the parking of private motor cars in connection with the use and
     enjoyment of the Demised Premises

3.   A right of escape in the case of emergency for the Tenant its underlessees
     and their respective agents employees and licensees in common with the
     Landlord and all other person having a like right over along across and
     down the Fire Escape

4.   A right during the Term to uninterrupted passage and running of water soil
     drainage gas electricity and telephone lines and other services (in common
     with the Landlord and the Superior Lessor and all other persons having the
     like right) through the sewers pipes drains cables wires or other
     conducting media in the Landlord and the Superior Lessor's property
     adjoining or neighbouring the Demised Premises all such rights to cease and
     determine as and when and to the extent from time to time that the said
     services shall become adopted and maintainable at public expense and the
     right to enter upon the said adjoining or neighbouring property of the
     Landlord and the Superior Lessor to make any necessary connections thereto
     or to cleanse repair renew the same the person exercising such right
     causing as little inconvenience as possible and making good any damage
     thereby caused to the property so entered

5.   With the Landlord's prior written consent not to be unreasonably withheld
     or delayed and upon reasonable prior written notice given to

                                      -46-
<PAGE>   49
     the Landlord and all other persons affected thereby the right of access
     into and upon the adjacent premises of the Landlord as may be requisite to
     enable the Tenant to comply with the Tenant's obligations herein contained
     subject to causing as little inconvenience as possible and making good any
     damage caused

6.   The right during the Term to exhibit the Tenant's name and business details
     in such manner as the Landlord shall reasonably decide on the name board
     sign erected by the Landlord at the junction of Home Farm Road with Lewes
     Road pursuant to the provisions of the Superior Lease

                                     PART 2
                                LANDLORDS RIGHTS

1.   Unto the Landlord and the Superior Lessor and all persons now or hereafter
     entitled thereto the right of free and uninterrupted passage and running of
     water soil drainage gas electricity telephone lines and other services from
     and to any adjoining or neighbouring property by or through the sewers
     pipes drains cables wires conduits and ducts and other conducting media
     which are or may hereafter during the Term be in under or upon the Demised
     Premises and the right to use the Soakaways for the purposes of drainage of
     rainwater and surface water from Unit 1 but all such rights hereinbefore
     reserved shall cease and determine as and when and to the extent from time
     to time that the said services shall become adopted and maintainable at
     public expense

2.   Unto the Landlord and the Superior lessor and their respective tenants the
     right at any time and from time to time hereafter to build upon and use any
     of their adjoining or neighbouring land and rebuild or alter any of the
     buildings now or hereafter to be erected thereon according to such plans
     (whether as to height extent or otherwise) and in such manner as they deem
     fit notwithstanding any interference thereby occasioned to the access of
     light and air to the Demised Premises or any buildings now or hereafter to
     be erected on the site thereof

                                      -47-

<PAGE>   50
3.   Unto the Landlord and the Superior Lessor all of the air space from a level
     two metres above the ridge level of the building now constructed on the
     Demised Premises as shown on the drawing numbered 2532/54 annexed hereto

4.   Unto the Landlord with or without workmen and others the right to enter
     upon the Demised Premises for the purpose of carrying out the works
     referred to in paragraph 5 of Part 1 of the Second Schedule hereto

5.   Unto the Landlord and all persons authorised by the Landlord the right at
     reasonable times and on reasonable notice (except in emergency) to enter
     the Demised Premises and/or the Car Parking Spaces for the purposes of (i)
     inspecting the condition and state of repair thereof (ii) carrying out any
     works (whether of repair or otherwise) for which the Tenant is liable and
     which the Tenant has failed to carry out pursuant to Clause 4(4) and (8)
     hereof (iii) carrying out any works (whether of repair or otherwise) to any
     property adjoining the Demised Premises or to any party structure sewer
     drain or other thing used by the Tenant in common with others subject to
     making good any damage to the Demised Premises


                     THE SECOND SCHEDULE above referred to

                                     PART 1
                                 SERVICE COSTS

1.   The repair maintenance and replacement from time to time of any drains
     pipes cables and wires or other conducting media under any property
     adjoining or neighbouring the Demised Premises until such time and to the
     extent that the drains pipes cables and wires or other conducting media
     shall become adopted and maintainable at public expense

2.   The repair and maintenance from time to time of the Forecourt including the
     Car Parking Spaces and the Fire Escape

                                      -48-
<PAGE>   51
3.   The repair and maintenance of external lighting for Block 3

4.   The repair and maintenance of the burglar alarm system for Block 3

5.   The maintenance of the landscaped areas within Block 3 so as to keep the
     landscaped areas properly cultivated and trimmed and cut and free from
     weeds and in a tidy condition and to ensure that the landscaped areas are
     fully planted out with appropriate plants and shrubs

6.   Any insurance premiums expended by the Landlord in respect of the Grassed
     and Planted Area

7.   Discharging all rates taxes assessments duties and impositions payable in
     respect of the common parts of the adjoining or neighbouring property of
     the Landlord the use of which is shared by the Tenant with others

8.   Repairing maintaining and renewing the boundary fence at the rear of Block
     3

9.   Constructing repairing rebuilding and cleansing all party walls and fences
     and also sewers drains pipes wires and other things the use of which is
     common to the Demised Premises and any other premises and the said name
     board referred to in paragraph 3 of Part 1 of the First Schedule hereto

10.  Maintaining and repairing the Grassed and Planted Areas

11.  Providing such other services or carrying out any other work which the
     Landlord shall from time to time reasonably consider necessary for the
     benefit of the Demised Premises and any other premises on the Landlord's
     adjoining or neighbouring property

12.  Management of the Demised Premises and the adjoining or neighbouring
     property of the Landlord by the Landlord's surveyor the reasonably and
     proper management fee of the Landlord's Surveyor not to exceed 12 1/2% of 

                                      -49-
<PAGE>   52
     the total cost incurred by the Landlord for the provision of the services
     referred to in this Part 1 of the Second Schedule hereto


                                     PART 2
                                 SERVICE CHARGE

1.   The Service Charge to be paid by the Tenant shall be such fair proportion
     (which may if appropriate be the whole amount) of the actual or anticipated
     Service Costs for each Service Charge Year which shall be assessed by the
     Landlord's Surveyor according to a reasonable and proper basis for
     apportionment applicable from time to time to the Demised Premises and the
     rights hereby granted

2.   The Landlord may make and send to the Tenant notice in writing of the
     Landlord's estimate of the anticipated Service Costs and the Service Charge
     applicable to the Demised Premises for each Service Charge Year and the
     Tenant shall pay such estimate of the Service Charge by equal quarterly
     instalments in advance on the usual quarter days

3.   The Landlord will (unless prevented by causes beyond its control) prepare
     and send to the Tenant a detailed statement of the actual Service Costs and
     Service Charge for each Service Charge Year as soon as practicable after
     the end of such year and in the event of the Service Charge for the Demised
     Premises exceeding the aggregate amount paid by the Tenant for such year
     the Tenant will pay the balance due to the Landlord forthwith and in the
     event of the aggregate amount being greater the excess will be credited by
     the Landlord by way of set-off against the next instalment of Service
     Charge due from the Tenant


                      THE THIRD SCHEDULE above referred to

1.   That the Tenant will throughout the Term and also during such period as the
     Tenant remains in occupation of the Demised Premises pay the 

                                      -50-
<PAGE>   53
     rents hereby reserved on the days and in manner aforesaid and shall duly
     perform and observe all the covenants hereinbefore on the Tenant's part
     contained and that in the event of the Tenant failing to do so the Surety
     will indemnify and keep indemnified the Landlord from and against all
     actions claims demands costs losses and expenses which may be brought or
     made against or sustained or incurred by the Landlord howsoever arising
     directly or indirectly out of or in connection with such failure PROVIDED
     ALWAYS and it is hereby agreed that any neglect or forbearance of the
     Landlord in endeavouring to obtain payment of the several rents when the
     same become payable or to enforce performance or observance of the Tenant's
     covenants and any time which may be given by the Landlord to the Tenant
     shall not release or exonerate or in any way affect the liability of the
     Surety under this covenant

2.   That if for any reason the term hereby granted shall be prematurely
     determined by forfeiture or if the same shall be disclaimed in
     circumstances releasing the Tenant from liability the Surety will (if so
     required by the Landlord) accept from the Landlord a grant of a new lease
     of the Demised Premises from the date of such determination or disclaimer
     for the residue of the Term then unexpired at the same several rents
     hereinbefore reserved and subject to the like covenants and provisos as are
     herein contained and at the expense of the Surety and on the execution of
     such further lease the Surety shall execute and deliver to the Landlord a
     counterpart thereof or (as the case may be) the Surety shall accept the
     vesting in it of this lease

3.   That if the Landlord shall not require the Surety to take a lease of the
     Demised Premises pursuant to paragraph 2 above the Surety shall
     nevertheless upon demand pay to the Landlord a sum equal to the rent and to
     all other payments that would have been payable under this lease but for
     the disclaimer in respect of the period from the date of the said
     disclaimer until the expiration of six months therefrom or until the
     Demised Premises shall have been relet by the Landlord whichever shall
     first occur 

                                      -51-
<PAGE>   54
                                        THE COMMON SEAL of ECC
                                        (SIMULATION LIMITED was
                                        (hereunto affixed in the
                                        (presence of:-

                                        Director:

                                        Authorised
                                        Signatory

                                        THE COMMON SEAL of ECC  )
                                        INTERNATIONAL CORP. was )
                                        hereunto affixed in the )
                                        presence of:-           )

                                        President:

                                        Secretary:

                                      -52-