<PAGE>   1
                                                                  EXHIBIT 10.20

                            DATED 1st December 1995


                       G J KING & SON (HOME FARM) LIMITED

                                     - to -

                             ECC SIMULATION LIMITED

                                    - and -

                             ECC INTERNATIONAL CORP



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

                                   AGREEMENT

                                - relating to -


                        Unit 1 Home Farm Business Centre
                       Lewes Road  Brighton  East Sussex

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



                       [SPEECHLY BIRCHAM SOLICITORS LOGO]

<PAGE>   2
THIS AGREEMENT dated 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; and

(2)  ECC SIMULATION LIMITED whose registered office is situate at Kingston
     Wharf Brighton Road Shoreham by Sea West Sussex

(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

     1.  DEFINITIONS

1.1  In this agreement the following terms shall have the following meanings

     1.1.1      "Completion Date"       means not later than five Working Days 
                                        from the latest of (1) 25th March 1998
                                        and (2) the date twenty Working Days
                                        after the date the Landlord notifies
                                        the Tenant that the Premises are vacant
                                        and (3) if a Repairs Notice is served 
                                        by the Tenant pursuant to clause 4.2
                                        hereof ten Working Days after the date
                                        the Landlord notifies the Tenant of
                                        completion of the works pursuant to
                                        clause 4.4 hereof

     1.1.2      "Existing Unit 1 Lease" means a lease of the Premises dated
                                        25th March 1994 made between (1) the
                                        Landlord (2) Systems Support 
                                        Corporation International Limited and
                                        (3) Carterhouse Group PLC which lease


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<PAGE>   3
                                contains inter alia an agreement excluding the 
                                provisions of Sections 24 to 28 (inclusive) of 
                                the Landlord and Tenant Act 1954 as authorised 
                                by a Court Order obtained prior to the grant 
                                thereof and an option for the Landlord to 
                                determine the lease on 24th March 1998 by 
                                giving notice to this effect to the tenant at 
                                any time before 25th March 1997

        1.1.3   "Initial Rent"  means the sum of ONE HUNDRED THOUSAND POUNDS 
                                (Pound Sterling 100,000) a year exclusive of 
                                Value Added Tax

        1.1.4   "Landlord"      means G J King & Son (Home Farm) Limited or 
                                such other person as shall from time to time 
                                be or become the headlessee estate owner of 
                                the Premises

        1.1.5   "Lease"         means the Lease of the Premises to be granted 
                                by the Landlord to the Tenant pursuant to this 
                                agreement if the Option is exercised by the 
                                Tenant such lease to be in the form of the 
                                draft Lease attached hereto

        1.1.6   "Option"        means the option to take the Lease of the 
                                Premises at the Initial Rent (subject to 
                                upward review) which is exercisable by the 
                                Tenant in the manner described in clause 3

                                      -2-
<PAGE>   4
        1.1.7   "Option Period"                 means the period from the date 
                                                of this agreement until 25th
                                                February 1997

        1.1.8   "Premises"                      means the land with the 
                                                building erected thereon or on 
                                                some part thereof known as 
                                                Unit 1 Home Farm Business 
                                                Centre Home Farm Road Brighton
                                                East Sussex as the same are 
                                                more particularly described in 
                                                the Lease

        1.1.9   "Rent Commencement Date"        means the Completion Date or 
                                                (if applicable) Five Working 
                                                Days from the date of the 
                                                Landlord's notice given to the 
                                                Tenant pursuant to clause 5.2 
                                                hereof whichever is the later

        1.1.10  "Repairs Notice"                means a notice served by the 
                                                Tenant pursuant to clause 4.2 
                                                hereof

        1.1.11  "The Surety"                    means ECC International Corp

        1.1.12  "Tenant"                        means ECC Simulation Limited

        1.1.13  "Term Commencement Date"        means 25th March 1998

        1.1.14  "Working Day"                   means a day falling on and 
                                                between Monday and Friday upon
                                                which clearing banks in the City
                                                of London are open for normal
                                                business

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<PAGE>   5
1.2     References to a clause or other provision of this agreement shall
        be to that so numbered or otherwise identified in this agreement unless
        a contrary intention is expressed

1.3     Clause headings are to be ignored for the purposes of interpretation

1.4     References to any statute shall include a reference to any modification 
        or re-enactment thereof

1.5     At any time when the Landlord or the Tenant comprise two or more 
        persons such expression shall include all and any of such persons and 
        obligations expressed or implied to be made by or with any of them 
        shall be deemed to be made by or with such persons jointly and severally

2.      AGREEMENT

In consideration of the sum of ONE POUND (Pound Sterling 1) paid by the Tenant 
to the Landlord (receipt of which the Landlord acknowledges) the Tenant shall 
have the option of taking up the lease of the Premises for a term commencing on 
the Term Commencement Date and expiring on 24th June 2016 at the Initial Rent 
(subject to upward review as provided for in the Lease)

3.      EXERCISE OF THE OPTION

3.1     The Option shall be exercisable by notice in writing from the Tenant to 
        the Landlord at any time during the Option Period

3.2     If the Option shall be exercised:-

        3.2.1   The Landlord shall grant to the Tenant and the Tenant shall 
                accept the Lease for a term commencing on the Term Commencement 
                Date and expiring on 24th June 2016 at the Initial Rent 
                (subject to upward review as provided for in the Lease) and the 
                First Reserved Rent (as defined in the Lease) shall commence to 
                be payable on the Rent Commencement Date and

                                      -4-


<PAGE>   6
                the Landlord shall duly execute the original and deliver it to 
                the Tenant and the Tenant and the Surety shall duly execute 
                the counterpart and deliver it to the Landlord; and

        3.2.2   The Landlord shall within 10 Working Days of the exercise of 
                the Option serve a notice on the tenant under the Existing Unit
                1 lease to determine that lease on 24th March 1998 and if the
                Tenant under the Existing Unit 1 lease does not vacate the
                Premises by 25th March 1998 the Landlord shall use its best
                endeavours to obtain possession of the Premises as soon as
                reasonably practicable

4.      CONDITION OF PREMISES

4.1     The Landlord will give the Tenant notice in writing when the Premises 
        are vacant and shall for a period of 20 Working Days from the date of
        such notice afford the Tenant all necessary facilities and access to the
        Premises to enable the Tenant and its surveyor to satisfy themselves
        that the Premises (including the Main Structure (as defined in the
        Lease) and all fixtures fittings plant machinery and apparatus belonging
        thereto and the walls fences drains appurtenances and decorations
        thereof) are in good and substantial repair and condition and cleansed

4.2     The Tenant may within 20 Working Days from the date of the Landlord's 
        notice given pursuant to clause 4.1 hereof (time to be of the essence)
        give a notice to the Landlord if the Tenant does not consider on
        reasonable and proper grounds that the Premises (including the Main
        Structure (as defined in the Lease) and all fixtures fittings plant
        machinery and apparatus belonging thereto and the walls fences drains
        appurtenances and decorations thereof) are in good and substantial
        repair and condition and cleansed and at the same time shall give full
        details of its reasons for such conclusion

4.3     Upon service of a Repairs Notice the Landlord and the Tenant will 
        endeavour to resolve what if any action should be taken but if they

                                      -5-
<PAGE>   7
        cannot or do not do so the objections not so resolved are to be 
        submitted to an independent chartered building surveyor who shall act as
        an expert such independent chartered building surveyor to be appointed
        by the parties or failing agreement appointed on the request of either
        party by the President for the time being of the Royal Institution of
        Chartered Surveyors and such independent chartered building surveyor
        shall:-

        4.3.1   afford to the parties the opportunity to make representations in
                writing and in reaching his decision he shall consider any
                written representations made by or on behalf of the parties
                hereto which are received by him within 10 Working Days after
                they have been afforded such opportunity and each party shall be
                entitled to receive a copy of any such written representations
                made by or on behalf of the other party and within 5 Working
                Days of such receipt to make written counter representations;
                and

        4.3.2   be entitled to call for such independent expert advice on such 
                matters as he shall think fit; and

        4.3.3   otherwise than as mentioned in sub-clause 4.3.1 he shall have 
                an unfettered discretion to determine the reference to him; and

        4.3.4   give written reasons for his decision if required by either 
                party; and

        4.3.5   determine the reference to him within 30 Working Days of being 
                appointed 

4.4     If a Repairs Notice is served on the Landlord by the Tenant which 
        necessitates the Landlord carrying out works to the Premises such works
        shall be carried out within a reasonable time in a proper and
        workmanlike manner with good materials and on completion of such works

                                      -6-
<PAGE>   8
        the Landlord shall give written notice thereof to the Tenant and afford 
        the Tenant an opportunity to inspect the same

5.      COMPLETION

5.1     The Completion of the grant of the Lease shall take place on the 
        Completion Date and completion shall take place at the office of the 
        Landlord's solicitors

5.2     Without prejudice to any right of action or otherwise which the Tenant 
        may have against the Landlord as result of any failure by the Landlord 
        to observe and perform the Landlord's obligations under this Agreement 
        if the Landlord shall default in completing the Lease on the Completion 
        Date the Landlord shall serve written notice on the Tenant when the
        Landlord is ready and willing to complete the Lease

6.     POSSESSION

Vacant possession of the Premises shall be given on completion of the grant of 
the Lease

7.     TITLE

7.1     Title to the grant of the lease shall consist of a copy of the entries 
        on the register and a copy of the filed plan for title number ESX177917 
        together with a copy of the lease referred to in the Property Register 
        of said title

7.2     The Tenant having investigated and accepted the Landlords title
        to the grant of the lease prior to the date hereof shall raise no
        objection or requisition in respect thereof save for any which may arise
        out of a 94B Search at H.M. Land Registry in respect of adverse entries
        registered after 26th July 1995 being the date the office copy entries
        supplied to the Tenant's solicitors

8.      LICENSE FEE

                                      -7-
<PAGE>   9
 8.1    The Tenant shall pay to the Landlord from the Rent Commencement Date a 
        licence fee equal to the Initial Rent in the same manner as the Initial
        Rent reserved by the Lease and any insurance premium service charge or
        other monies due in respect of the Premises which would be due if the
        Lease had been granted on the Rent Commencement Date plus any Value
        Added Tax payable on such sums

 8.2    On the grant of the Lease any licence fee as aforesaid and/or insurance 
        premium and service charge paid in advance in respect of any period
        beyond the date of the grant of the Lease shall be credited against the
        Initial Rent and/or the insurance premium and service charge due under
        the Lease

 8.3    If any of the monies payable under this clause 8 by the Tenant to the 
        Landlord shall be due but unpaid for ten Days the Tenant shall pay
        interest thereon (if demanded by the Landlord) calculated on the daily
        basis from the due date until receipt by the Landlord at the rate of 4
        per centum per annum above the base rate from time to time of Royal Bank
        of Scotland Plc

 9.     REPRESENTATIONS

The Tenant acknowledges that it has not entered into this agreement in reliance 
on any representation made but not incorporated herein and also acknowledges 
that neither the Landlord nor its agents or advisors nor any other person 
acting for the Landlord has made any representation (whether written oral or 
implied) in relation to any matter contained or referred to in this agreement 
or otherwise

10.     MERGER ON COMPLETION

The provisions of this agreement shall not merge on the completion of the grant 
of the lease of the Premises to the Tenant so far as they remain to be 
performed 

11.     RESTRICTION ON ASSIGNMENT

                                      -8-
<PAGE>   10
This agreement is personal to the Tenant and shall not be capable of assignment 
nor shall the Landlord be required to grant the lease of the Premises to anyone 
other than the Tenant

12.     NOTICES

Any notices or other written communications required to be served or sent under 
the terms of this Agreement shall be served or sent by registered post or by 
recorded delivery to the address of the Surety stated in this agreement or 
to the registered office for the time being of the Landlord or the Tenant

13.     COSTS

The parties shall bear their own costs in connection with and incidental to 
this agreement and the grant of the Lease

14.     TERMINATION

14.1    The Landlord may determine this agreement forthwith by notice in 
        writing to that effect if:-

        14.1.1  The Tenant shall enter into liquidation whether compulsory or 
                voluntary (otherwise than for the purpose of amalgamation or 
                reconstruction) notwithstanding the Tenant may have exercised 
                the Option; or

        14.1.2  The Tenant fails to complete the Lease in accordance with the 
                terms of this agreement

14.2    Any determination under clause 14.1 shall be without prejudice to any 
        other rights or remedies of the Landlord against the Tenant for the 
        breach or non-performance of any of the obligations to be performed by 
        the Tenant under this agreement

14.3    Notwithstanding any such determination the Tenant if and to the extent 
        required by the Landlord will at its expense remove without delay any

                                      -9-
<PAGE>   11
        works carried out by the Tenant to the Premises and reinstate the same 
        to the reasonable satisfaction of the Landlord

15.     REGISTRATION

Notice of this agreement shall be registered against title number ESX177917 
within three months of the date hereof

16.     NATURE OF THIS AGREEMENT

This agreement is a deed and has been executed by the parties as a deed

17.     SURETY

In consideration of the Landlord agreeing to enter into this Agreement with 
the Tenant (at the request of the Surety)

17.1    The Surety hereby unconditionally and irrevocably guarantees to the 
        Landlord the performance by the Tenant of the stipulations and
        obligations and duties on the Tenant's part contained in this Agreement
        and the payment by the Tenant to the Landlord of all sums of money due
        or becoming due to the Landlord thereunder (all of which are hereinafter
        referred to as the "Guaranteed Obligations") and the Surety
        unconditionally undertakes with the Landlord that if and whenever the
        Tenant shall be in default in relation to the Guaranteed Obligations the
        Surety will forthwith upon the written demand of the landlord pay to the
        Landlord the whole amount in respect of which the Tenant is so in
        default and will indemnify and keep indemnified the Landlord in respect
        of any non performance non observance or other breach and will by way of
        primary obligation perform observe or keep (as the case may be) the
        stipulations obligations or duties in respect of which the Tenant is so
        in default

17.2    The Surety shall not be exonerated or discharged from its liability 
        hereunder by any insolvency or the liquidation of the Tenant or the 
        Surety or by the time being given to the Tenant or the Surety or by any

                                      -10-
<PAGE>   12
        other indulgence or concession to the Tenant or the Surety granted or 
        allowed by the Landlord or by the taking holding varying compromising 
        non-enforcement or release by the Landlord or any other rights in 
        respect of all or any of the obligations or liabilities of the Tenant 
        or the Surety under this Agreement or by any variation to the terms of 
        this Agreement

17.3    Moneys payable by the Tenant or the Surety shall be paid to the 
        Landlord to such account in England as the Landlord shall from time to 
        time require in writing

17.4    The Surety represents and warrants to the Landlord that the Surety has 
        full power authority and legal right to enter into the obligations 
        contained in this Clause 17

17.5    The rights and obligations of the parties hereto shall be governed and 
        construed in accordance with English law

17.6    The Surety hereby irrevocably:-

        17.6.1  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 Agreement (including this
                Clause 17) and

        17.6.2  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
                Agreement (including this Clause 17) or any claim that any such
                Court is not a convenient or appropriate forum

        17.6.3  agrees that the process by which any suit action or proceeding 
                is begun may be served on the Surety by being delivered in 
                connection with any suit action or proceeding in England to 
                the Tenant

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<PAGE>   13
17.7    The submission to the jurisdiction of the Courts referred to in Clause 
        17.7 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 the hands of the parties hereto or their duly authorised 
representatives the day and year hereinbefore written


Signed  [Signature Illegible]
        ---------------------------------------
A director for and on behalf of ECC Simulation Limited


[Signature Illegible]


Signed  George W. Murphy
        ----------------------------------------
For an on behalf of ECC International Corp

        State of Pennsylvania
        County of Delaware


        The foregoing instrument was acknowledged before me this 28th day of
        November, 1995 by George W. Murphy of ECC International Corp., a 
        Delaware Corporation, on behalf of the corporation


[SEAL]

                                 NOTARIAL SEAL
                        Margery R. Green, Notary Public
                          Radnor Twp., Delaware County
                      My Commission Expires Jan. 31, 1998
                      -----------------------------------
                  Member, Pennsylvania Association of Notaries

                                      -12-
<PAGE>   14
THIS LEASE made the                                                         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 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

                                      -1-
             

<PAGE>   15
                            [Schematic of property]


<PAGE>   16
        "the Grassed and Planted Areas"
        means the grassed and planted areas which adjoin Home Farm Road Brighton
        East Sussex

        "the Demised Premises"
        means the land with the building erected thereon or on some part thereof
        known as Unit 1 Home Farm Business Centre Home Farm Road Brighton East
        Sussex and the curtilage thereof as the same is shown edged red on the
        Plan and shall include any other building from time to time erected
        thereon or on some part thereof

        "Unit 2"
        means the property adjoining the Demised Premises known as Unit 2 Home
        Farm Business Centre Home Farm Road Brighton aforesaid

        "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

        "the Soakaways"
        means the soakaways situated on Unit 2 and drainage pipes leading
        thereto from 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 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

                                      -2-

        
<PAGE>   17
        "Term"
        means a term commencing on 25th March 1998 and expiring on 24th 
        June 2016

        "the Rent Commencement Date"
        means                         1998

        "the Initial Rent"
        means the sum of ONE HUNDRED THOUSAND POUNDS (Pound Sterling 100,000) 
        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 Landlord's 
                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

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

        "the Review Dates"
        means 24th June 2000  24th June 2005  24th June 2010 and 24th June 2015

                                      -3-
<PAGE>   18
        "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 9th May 1991 and made between Brighton Borough Council of the one
        part and the Landlord of the other part

        "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

                                      -4-
<PAGE>   19
        "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

        "the Units"
        means all the units lettered "A" and "B" on the Plan together with the
        forecourt parking and landscaped areas therewith

        "an Individual Unit" 
        means any one of the Units

        "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 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


                                      -5-
<PAGE>   20
        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 the date hereof until the Rent Commencement Date a 
                     peppercorn (if demanded); and 

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

                (3)  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 BUT during the first
                     Review Period the rent shall not exceed ONE HUNDRED AND 
                     TWENTY THOUSAND POUNDS (Pound Sterling 120,000) a year 
                     exclusive of Value Added Tax

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

        (B)       The SECONDLY 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


                                      -6-
<PAGE>   21
        (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
                        Date or the residue then unexpired of the term of this
                        lease (whichever shall be the longer)

                (iii)   that the covenants 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

                                      -7-
<PAGE>   22
        (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 the 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(4)(b) (c) and (d) hereof

(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:-

                                      -8-
<PAGE>   23
        (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 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

                                      -9-
<PAGE>   24
                        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 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

                                      -10-
<PAGE>   25
                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 and during a statutory continuation
                        thereof at all times and in manner aforesaid without any
                        deduction whatsoever except as authorised 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 rests 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

                (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
                        rests 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

                                      -11-
<PAGE>   26
                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 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

                                      -12-
<PAGE>   27
        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 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 

                                      -13-
<PAGE>   28
        external parts usually or previously so dealt with and on the occasion
        of every 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

(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 any 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

                                      -14-
<PAGE>   29
        (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 (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

        (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

                                      -15-
<PAGE>   30
                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 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             


                                      -16-
<PAGE>   31
        (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 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
        


                                      -17-
<PAGE>   32
        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 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

                                      -18-

<PAGE>   33
        (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 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

        (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

                                      -19-


<PAGE>   34
        (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 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
        Classes B1(b) or (c) or B2 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

                                      -20-
<PAGE>   35
        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 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

        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        

(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


                                      -21-
<PAGE>   36
                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

        (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
                save that if any such alterations as aforesaid are necessary
                become of a permitted underletting of an Individual Unit then
                the provisions of Clause 4(18)(g) hereof shall apply thereto
                mutatis mutandis




                                      -22-
<PAGE>   37
        (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 nonstructural erection addition or alteration 
                whatsoever to the Demised Premises (including 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 nonstructural
                demountable partitioning in 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

        (i)     Any alterations or additions carried out to the Demised 
                Premises shall at the end or sooner determination of the Term be
                reinstated by the Tenant if requested in writing by the Landlord
                so to do

(19)    SIGNS

                                      -23-
<PAGE>   38
        (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 when 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
                undertenant 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 after the receipt by the
                Tenant of notice requiring the Tenant so to do

(20)    ALIENATION ETC

                                      -24-
<PAGE>   39
(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

        (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

                                      -25-
<PAGE>   40
                (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 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

                                      -26-
<PAGE>   41
(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 and

(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 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

                                      -27-
<PAGE>   42
                        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)     UNDERLETTING AN INDIVIDUAL UNIT

        Not to underlet an Individual Unit

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

        (ii)    without the Tenant erecting or procuring the erection of an 
                internal division wall between the Individual Unit and the
                remaining Unit details of which having been supplied to the
                Landlord in accordance with Clause 4(18)(g) hereof (and for the
                avoidance of doubt the provisions of Clause 4(18)(g) hereof
                shall apply hereto) and without the Tenant complying with all
                statutory requirements insurers requirements and fire authority
                requirements or recommendations in relation thereto

        (iii)   except to an underlessee who shall first have

                (a)     save in the case of an underletting of less than three 
                        years 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 insofar as they are
                        applicable to the underletting of an Individual Unit)
                        and

                                      -28-
<PAGE>   43
        (b)     if reasonably so required by the Landlord (in the case of an 
                underlease for a term of more than three years) 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

(iv)    in consideration of any fine or premium

(v)     without reserving a yearly rent payable in advance on the usual quarter 
        days equal to the then open market yearly rental value of the Individual
        Unit and where the underlease is for a term of more than three years
        such rent shall be reviewable on the same dates and on the same terms as
        set out in Clause 3 hereof

(vi)    (a)     except by way of an underlease providing for the re-entry on 
                breach of any covenant in the underlease

        (b)     save in the case of an underletting of less than three years 
                except on similar covenants and conditions to those in this
                lease (insofar as they are applicable to the underletting of an
                Individual Unit) and in particular that the underlease will
                contain similar terms as to the carrying out or paying for
                repairs and proper services charges

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

                                      -29-
<PAGE>   44
                (a)     not to assign the underlet Individual Unit without the 
                        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

                (c)     save in the case of an underletting of less than three 
                        years to obtain from any assignee of the underlet
                        Individual Unit 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 insofar as such covenants
                        and conditions relate to the underlet Individual Unit

(f)     UNDERLEASES FOR LESS THAN 3 YEARS

        Any underlease for a term of three years or less shall exclude the 
        provisions of section 24 to 28 (inclusive) of the Landlord and Tenant 
        Act 1954 by way of agreement authorised by the Court

(g)     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 underlease 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

                                      -30-
<PAGE>   45
                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

        (h)     ENFORCEMENT OF COVENANTS

                To enforce the performance and observance by every underlessee 
                of the provisions of the underlease (whether of the whole of the
                Demised Premises or an Individual Unit) 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

        (i)     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-clauses (20(d)(iv) or (20)(e)(v) of this Clause 4 (as the
                case may be) 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

                                      -31-
<PAGE>   46
        (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 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

                                      -32-
<PAGE>   47
        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 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

                                      -33-
<PAGE>   48
(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 obligations in clause 2(4)(i)(ii)
        and (iii)) insofar as the same relate to or affect the Demised Premises
        and to keep the Landlord fully and effectually indemnified against all
        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

                                      -34-
<PAGE>   49
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 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 ETC

                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)(i)) 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 

                                      -35-


<PAGE>   50
        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 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

                                      -36-
<PAGE>   51
                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

                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 covenant 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 covenants 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

                                      -37-
<PAGE>   52
        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 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 BY EITHER PARTY

        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

(4)     DETERMINATION BY TENANT

        (a)     At any time before 25th November 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

                                      -38-
<PAGE>   53
                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

        (b)     The provisions of clause 6(4)(a) hereof shall be null and void 
                if the Tenant (with the consent of the Landlord under this
                lease) grants an underlease of the whole of the Demised Premises
                or an Individual Unit at any time before 25th December 2003
                which does not comply with the provisions of sub-paragraph (d)
                hereof save if the Landlord at its discretion releases the
                provisions of this clause 6(4)(b) in the Licence to Underlet

        (c)     Notwithstanding the provisions of clauses 4.20(d) and (e) of 
                this lease the Tenant shall not underlet the whole of the
                Demised Premises or an Individual Unit after a notice to
                terminate has been served by the Tenant pursuant to clause
                6(4)(a) hereof

        (d)     The provisions of sub-paragraphs (b) and (c) 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

(5)     NOTICES

        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

(6)     MORTGAGEES AND SUPERIOR LESSOR

                                      -39-
<PAGE>   54
        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

(7)     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

(8)     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

(9)     RIGHTS OF ENTRY

        Notwithstanding anything contained in this Lease all rights of entry
        into the Demised Premises (whether by the Landlord 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 the Tenant and the Tenant undertakes to provide such
        escort when required

(10)    RELEASE OF TENANT

                                      -40-
<PAGE>   55
        (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 or non observance or non
                performance of the covenants on the part of the Tenant contained
                in this Lease pursuant to any covenants 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

                                      -41-
<PAGE>   56
        operation of this clause 6(10) 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.

(11)    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

(12)    DELIVERY

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

(13)    AGREEMENT FOR LEASE

        It is hereby certified that there is an agreement for lease to which 
        this lease gives effect

                                      -42-

<PAGE>   57
7.      SURETY 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 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 

                                      -43-
<PAGE>   58
        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

(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

                                      -44-
<PAGE>   59
        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

                                     PART 1

                                 TENANTS RIGHTS

1.      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

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

                                      -45-
<PAGE>   60
3.      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

4.      The right at reasonable times and on reasonable notice (except in 
        emergency) to the Landlord and the tenant or occupier of Unit 2 to enter
        Unit 2 for the purposes of repairing and maintaining the Soakaways
        subject to making good any damage to Unit 2 caused by such entry

                                     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

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3.      Unto the Landlord and the Superior Lessor all of the air over a level 
        of two metres above the ridge level of the building now constructed on
        the Demised Premises as shown on the drawing numbered 2 annexed hereto
        such level to extend horizontally over the building and elsewhere over
        the site thereof and over a level of one metre above the level of the
        fence now erected along the rear boundary of the Demised Premises

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 (in addition in the case of the right reserved
        in paragraph (iii) below the Landlord's tenant or tenants of Unit 2 or
        other the owner or occupier of Unit 2) all persons authorised by the
        Landlord the right at reasonable times and on reasonable notice (except
        in emergency) to enter the Demised Premises 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 (including without prejudice to the generality of the
        foregoing the Soakaways) subject to making good any damage to the
        Demised Premises caused by such entry

                     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

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<PAGE>   62
        the extent that the drains pipes cables and wires or other conducting 
        media shall become adopted and maintainable at public expense

2.      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

3.      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

        Maintaining and repairing the Grassed and Planted Areas save for any 
        part of that area which is demised to a tenant

5.      Maintaining and keeping the landscaped areas within the Demised 
        Premises well and properly cultivated and trimmed and cut and free from
        weeds and in a tidy condition and to ensure that the said landscaped
        areas are fully planted out with appropriate plants and shrubs

6.      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

7.      Management of the Demised Premises and the adjoining or neighbouring 
        property of the Landlord by the Landlord's surveyor the reasonable and
        proper management fee of the Landlord's Surveyor not to exceed 12-1/2%
        of the total cost incurred by the Landlord for the provision of the
        services referred to in this Part 1 of the Second Schedule hereto

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<PAGE>   63
                                     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 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

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<PAGE>   64
        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

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