<PAGE>
                                                                    EXHIBIT 10.9

                              DATED 1 FEBRUARY 2005

                      IGE ENERGY SERVICES (UK) LIMITED (1)

                                       and

                        MANHATTAN ASSOCIATES LIMITED (2)

                                       and

                         MANHATTAN ASSOCIATES, INC. (3)





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

                                      LEASE

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

           Premises: First Floor, Building A, The Arena, Bracknell
           Term: 5 years
           Rent: Pound Sterling317,540 per annum





                                  WALKER MORRIS
                                   Kings Court
                                 12 King Street
                                      LEEDS
                                     LS1 2HL
                                Tel: 0113 2832500
                                Fax: 0113 2459412
                                    Ref: IMH

                                                                 WALKER
                                                                 MORRIS
                                                               SOLICITORS


<PAGE>


                                    CONTENTS

SECTION HEADING

<TABLE>
<CAPTION>
                                                                               PAGE

<S>      <C>                                                                    <C>
1        INTERPRETATION                                                          1

2        THE DEMISE                                                              5

3        TENANT'S COVENANTS                                                      5

         3.1      Payments                                                       6

         3.2      Outgoings and Utilities                                        6

         3.3      Interest                                                       7

         3.4      VAT                                                            7

         3.5      Repair                                                         7

         3.6      Decoration                                                     8

         3.7      Keep tidy                                                      8

         3.8      Alterations                                                    9

         3.9      Statutory obligations                                         10

         3.10     Inspection and notice to repair                               12

         3.11     User                                                          12

         3.12     Signs                                                         14

         3.13     Insurance obligations                                         14

         3.14     Notices                                                       15

         3.15     Alienation                                                    15

         3.16     Sale and re-letting                                           18

         3.17     Rights of light and encroachments                             19

         3.18     Indemnities                                                   19

         3.19     Damaging substances                                           20

         3.20     Notices of breach and costs                                   20

         3.21     Yield up                                                      20

         3.22     Pipes                                                         21

         3.23     Overloading                                                   21

         3.24     Keyholder                                                     21

         3.25     Defects                                                       21

         3.26     Replacement guarantor                                         22

         3.27     Regulations                                                   22

         3.28     Disputes                                                      22

         3.29     Occupation                                                    22

         3.30     Headlease                                                     23

         3.31     Car Park                                                      23
</TABLE>


<PAGE>
<TABLE>
<S>      <C>                                                                    <C>

4        LANDLORD'S COVENANTS                                                   23

         4.1      Quiet Enjoyment                                               23

         4.2      Insurance                                                     23

         4.3      Headlease                                                     24

         4.4      Warranties                                                    25

         4.5      Competition                                                   25

         4.6      Reception Area                                                26

         4.7      Services and Service Charge                                   26

         4.8      Restaurant Charge                                             26

5        PROVISOS                                                               26

         5.1      Re-entry                                                      26

         5.2      Suspension of rent                                            28

         5.3      Determination of the Term                                     28

         5.4      Exclusion of use warranty                                     29

         5.5      Notices                                                       29

         5.6      Compensation                                                  29

         5.7      Implied easements                                             29

         5.8      Party walls                                                   30

         5.9      Tenant's property                                             30

         5.10     Contracts (Rights of Third Parties) Act 1999                  30

         5.11     Exclusion of security                                         30

         5.12     Jurisdiction and governing law                                30

6        FORM OF GUARANTOR'S COVENANTS                                          31

         6.1      Interpretations                                               31

         6.2      Guarantee and indemnity                                       31

         6.3      Preservation of Guarantor's liability                         31

         6.4      Obligation to take a new lease                                33

         6.5      Extent of Guarantor's liability                               34


THE FIRST SCHEDULE - THE PREMISES                                               35

THE SECOND SCHEDULE - THE RIGHTS                                                36

THE THIRD SCHEDULE - THE EXCEPTIONS                                             37

THE FOURTH SCHEDULE - WARRANTIES                                                39

THE FIFTH SCHEDULE - THE SERVICE CHARGE                                         42

THE SIXTH SCHEDULE- RESTAURANT CHARGE                                           48
</TABLE>

<PAGE>
THIS LEASE made on 1 February 2005

BETWEEN:

(1)      IGE ENERGY SERVICES (UK) LIMITED (company number 3499114) whose
         registered office is at The Arena Downshire Way Bracknell Berkshire
         RG12 1PU (the LANDLORD)

(2)      MANHATTAN ASSOCIATES LIMITED (company number 3562638) whose registered
         office is at 2 The Arena Downshire Way Bracknell Berkshire RG12 1PU
         (the TENANT)

(3)      MANHATTAN ASSOCIATES, INC. of 2300 Windy Ridge Parkway, Suite 700,
         Atlanta, Georgia 30339 United States of America (the GUARANTOR)

WITNESSES as follows:

1        INTERPRETATION

         1.1      In this Lease unless the context requires otherwise:

         1.2      The following words and expressions mean

                  AGA: an authorised guarantee agreement within the meaning of
                  section 16 of the 1995 Act;

                  THE BUILDING: the land and buildings known as Block A The
                  Arena Downshire Way Bracknell as edged green on the Plan
                  comprised within the Headlease;

                  THE CAR PARK: the parts of the Building used for parking shown
                  for identification purposes only shown coloured blue on Plan
                  2;

                  THE CDM REGULATIONS: the Construction (Design and Management)
                  Regulations 1994 and any other regulations of a similar nature
                  in force at any time during the Term;

                  THE COMMON PARTS: all parts of the Building which at any time
                  during the Term do not form part of the Premises or any other
                  premises in the Building let or intended to be let to any
                  other tenant of the Landlord including without limitation:

                  (1)      the roof, foundations, main ceilings, main floors and
                           floor slabs, main walls, structural steelwork,
                           structural and main columns, beams and joists and all
                           other external and structural parts of the Building
                           including all external windows and doors and window
                           and door frames in the Building;

                                                                        Page--1-
<PAGE>
                  (2)      all internal walls, whether load-bearing or not,
                           inside the Common Parts or separating the Common
                           Parts from the Premises or any other premises in the
                           Building let or intended to be let to any other
                           tenant of the Landlord and all windows and doors and
                           window and door frames in those walls;

                  (3)      all entranceways, hallways, passageways, staircases,
                           lifts, toilets, kitchens, refuse areas, roads and
                           footpaths and all parking, service, access and
                           landscaped areas, all boundary structures and all
                           Pipes other than those demised to the Tenant or any
                           other tenant in the Building;

                  (4)      any central heating, air handling or air conditioning
                           system (including all associated Pipes, radiators,
                           boilers, ducts, pumps, coolers, controls, and other
                           equipment) which serves the Building as a whole or
                           any parts of it communally; and

                  (5)      any video, monitoring, security, control, access,
                           fire detection, fire prevention or sprinkler system
                           and any other electrical or other system of any type
                           (including all associated Pipes) which serves the
                           Building as a whole or any parts of it communally

                  to the extent that they exist at any time during the Term;

                  THE CONTRACTUAL TERM: the term of five years starting on 1
                  February 2005 and ending on 31 January 2010;

                  THE END OF THE TERM: the end of the Term however that happens;

                  ENVIRONMENTAL LEGISLATION: the Health and Safety at Work etc
                  Act 1974, the Environmental Protection Act 1990, the Water
                  Resources Act 1991, the Environment Act 1995, the Control
                  Substances Hazardous to Health Regulation and any other
                  statute of a similar nature in force at any time during the
                  Term;

                  THE EXCEPTIONS: the exceptions and reservations set out in the
                  Third Schedule;

                  THE EXCLUDED PARTS: the windows, window frames, window sills,
                  columns, ceilings and floor slabs to the Building

                  GROUP COMPANY: a group company within the meaning of section
                  42 of the Landlord and Tenant Act 1954;

                  HAZARDOUS SUBSTANCES: any and all dangerous substances,
                  hazardous substances, toxic
                                                                        Page--2-

<PAGE>
                  substances, radioactive substances, hazardous wastes,
                  controlled wastes, oils, hazardous chemicals and any other
                  material which may be harmful to human health or the
                  environment and which are controlled under the Environmental
                  Legislation and includes (without limitation) any petrol,
                  benzol or other highly flammable spirit, liquor, fluid or
                  substance or any material of a dangerous, combustible,
                  explosive or corrosive nature which may attack or in any way
                  injure by percolation, corrosion, vibration or otherwise the
                  structure of the Premises or the Building or the use of which
                  may constitute a nuisance to the occupiers of neighbouring or
                  adjoining property;

                  THE HEADLEASE: a lease dated 18 January 1999 and made between
                  Scottish Widows' Fund Life Assurance Society (1) Tektronix UK
                  Limited (2) and Tektronix, Inc (3);

                  THE INTEREST RATE: three per cent per annum above the base
                  rate from time to time of any bank that is a member of the
                  British Banking Association and that the Landlord specifies at
                  any time or, if those base rates cease to exist, such other
                  equivalent rate of interest as the Landlord reasonably
                  specifies at any time both before and after any judgment and
                  in every case compounded on the Rent Days;

                  THE LANDLORD: includes the reversioner for the time being
                  immediately expectant on the End of the Term;

                  THE LANDLORD'S CONSENT: the previous consent of the Landlord
                  by deed or, at the Landlord's discretion, under hand;

                  THIS LEASE: this Lease and any documents supplemental to it or
                  entered into in accordance with or under it;

                  PIPES: pipes, sewers, drains, conduits, gutters, watercourses,
                  wires, cables, channels, ducts, flues, aerials, cisterns,
                  tanks and all other conducting media and ancillary apparatus
                  and any enclosures for them;

                  THE PLAN:  the plan or plans annexed to this Lease;

                  THE PLANNING ACTS: the Town and Country Planning Act 1990, the
                  Planning (Listed Buildings and Conservation Areas) Act 1990,
                  the Planning (Hazardous Substances) Act 1990, the Planning
                  (Consequential Provisions) Act 1990, the Planning and
                  Compensation Act 1991 and any other statute of a similar
                  nature in force at any time during the Term;

                  THE PREMISES: the property described in the First Schedule;

                                                                        Page--3-

<PAGE>
                  THE RENT COMMENCEMENT DATE: the 1st day of February 2006;

                  THE RENT DAYS: 25 March, 24 June, 29 September and 25 December
                  in each year;

                  THE RIGHTS: the rights set out in the Second Schedule;

                  THE SERVICE CHARGE: the monies payable by the Tenant for the
                  provision of the Services in accordance with the Fifth
                  Schedule;

                  SUPERIOR LESSOR: everyone having a title to the Premises in
                  reversion mediately or immediately expectant on the
                  termination of the Landlord's title at any time during the
                  Term;

                  TAX INVOICE: an invoice addressed to the Tenant and which
                  complies with the requirements of Section 6(5) of and
                  paragraph 2(1) of Schedule 11 to the Value Added Tax Act 1994
                  and regulations relating to tax invoices;

                  THE TENANT: includes its successors in title and assigns and
                  all persons deriving title through or under it;

                  THE TERM: the Contractual Term;

                  UTILITIES: data transmission, drainage, electricity, energy of
                  any other type, gas, telephone, water and all other services;

                  VAT: Value Added Tax and any tax of a similar nature
                  substituted for it or imposed in addition to it at any time
                  during the Term and any penalties or fines in relation to
                  them;

                  THE 1995 ACT: the Landlord and Tenant (Covenants) Act 1995.

         1.3      Any reference to any statute, including any reference in any
                  definition in this clause, includes:

         1.4      any amendment, modification, extension or re-enactment of it
                  at any time;any regulations or orders made under or drawing
                  validity from any statute

         1.5      Any reference to any form of legal entity includes all other
                  forms of legal entity.

         1.6      Any provisions in this Lease referring to the consent or
                  approval of the Landlord shall be construed as also requiring
                  the consent or approval of any superior landlord under a
                  superior lease where such consent shall be required under any
                  superior lease (which the Landlord shall use its reasonable
                  endeavours to obtain at the cost of the Tenant) but

                                                                        Page--4-

<PAGE>
                  nothing in this Lease shall be construed as implying that any
                  obligation is imposed upon any such superior landlord not
                  unreasonably to refuse any such consent or approval unless the
                  superior lease so provides;

         1.7      Reference to "consent of the Landlord" or words to similar
                  effect means a consent in writing signed by or on behalf of
                  the Landlord and to "be approved" and "authorised" or words to
                  similar effect mean (as the case may be) approved or
                  authorised in writing by or on behalf of the Landlord.

         1.8      Obligations by more than one person are joint and several and
                  where any party under this Lease at any time is more than one
                  person references to it are to each person individually as
                  well as jointly with the others comprising it.

         1.9      Any obligation on the Tenant not to do something shall be
                  deemed to include an obligation to use reasonable endeavours
                  not to allow it or suffer it to be done.

         1.10     Rights excepted, reserved or granted to the Landlord are
                  excepted, reserved or granted to the Landlord, any Superior
                  Lessor and everyone authorised in writing by them and which
                  authority shall be produced to the Tenant before such access
                  is made.

         1.11     The perpetuity period applicable to this Lease is the
                  Contractual Term or 80 years from the start of the Term,
                  whichever is the shorter.

         1.12     The clause headings in this Lease are for reference only and
                  are not to be taken into account in its construction or
                  interpretation.

2        THE DEMISE

         The Landlord demises the Premises to the Tenant with the Rights but
         excepting and reserving the Exceptions for the Contractual Term subject
         to all rights, easements, privileges, restrictions, covenants and
         stipulations of any nature affecting them paying throughout the Term
         from the Rent Commencement Date the yearly rent of Pound
         Sterling317,540 by equal quarterly payments in advance on the Rent Days
         and so in proportion for any period less than a year, the first payment
         being a proportionate sum in respect of the period from and including
         the Rent Commencement Date to the next Rent Day after that date to be
         paid on that date.

3        TENANT'S COVENANTS

         The Tenant covenants with the Landlord:

                                                                        Page--5-

<PAGE>
         3.1      PAYMENTS

                  3.1.1    To pay the rent reserved by clause 2 of this Lease as
                           set out in that clause with payment being made by
                           electronic payments if the Landlord requires it.

                  3.1.2    To pay to the Landlord within 7 days of demand as
                           additional rent:

                           (a)      a fair and proper proportion (to be
                                    determined by the Landlord acting
                                    reasonably) of the Insurance Rent properly
                                    payable by the Landlord to the Superior
                                    Lessor pursuant to clause 2(b) of the
                                    Headlease;

                           (b)      all premiums payable by the Landlord for
                                    insuring against loss of rent from the
                                    Premises for three years;

                           (c)      a fair and reasonable proportion (to be
                                    reasonably determined by the Landlord) of
                                    all sums properly payable by the Landlord
                                    under clauses 3 and 36 of the Fourth
                                    Schedule of the Headlease upon production of
                                    a Tax Invoice for same and a copy of the
                                    Superior Landlord's demand and on the Rent
                                    Days;

                           (d)     the Service Charge;

                           (e)      Whilst the Restaurant is operational, or
                                    until the Tenant terminates its use of the
                                    Restaurant in accordance with the Fourth
                                    Schedule, all sums payable in accordance
                                    with that Schedule;

                  3.1.3    To make all payments referred to in this sub-clause,
                           and all other payments due to the Landlord under this
                           Lease, without any deduction (except as required by
                           law) and without exercising any right of legal or
                           equitable set off.

         3.2      OUTGOINGS AND UTILITIES

                  3.2.1    To pay all rates, taxes, assessments, duties,
                           charges, impositions and other outgoings of any type
                           charged, assessed or imposed on or in respect of the
                           Premises or their owner or occupier at any time
                           (including any of a capital or non-recurring nature)
                           except such as are payable on a disposal of the
                           landlord's reversion hereto and income or corporation
                           tax charged on the Landlord;

                  3.2.2    To pay for all Utilities used or consumed at the
                           Premises, including standing charges, and meter rents

                                                                        Page--6-
<PAGE>
                  and if any payments due under this sub-clause are due in
                  respect of the Premises and any other part of the Building
                  jointly to pay a fair and reasonable proportion of them to be
                  determined by the Landlord.

         3.3      INTEREST

                  If the Landlord does not receive payment of:

                  3.3.1    the rent reserved by clause 2 of this Lease and the
                           VAT due in respect of it on the due date whether
                           formally demanded or not; or

                  3.3.2    any other money due under this Lease (other than any
                           money which this Lease states is to bear interest
                           from the date of expenditure by the Landlord) within
                           seven days of the due date

                  to pay interest on the money concerned to the Landlord at the
                  Interest Rate from the due date until the date of actual
                  receipt by the Landlord.

                  Provided that this sub-clause shall not prejudice any other
                  right or remedy of the Landlord for the recovery of any money
                  due.

         3.4      VAT

                  To pay and indemnify the Landlord against any VAT chargeable
                  in respect of or levied on:

                  3.4.1    any payment due from or any supply made to the Tenant
                           under or in connection with this Lease; and

                  3.4.2    any payment made by or any supply made to the
                           Landlord where the Tenant is liable to reimburse it
                           for that payment or in respect of that supply (save
                           where the Landlord can recover VAT)

                  in each case in addition to the payment or supply concerned
                  provided that the Tenant shall not be obliged to pay any VAT
                  on any of the rents reserved by this Lease or any other
                  payments due under this Lease unless and until the Tenant
                  shall be in receipt of a Tax Invoice in respect of them.

         3.5      REPAIR

                  3.5.1    To keep the Premises in good and substantial repair
                           fair wear and tear excepted and keep them clean,
                           damage caused by the Insured Risks excepted:

                                                                        Page--7-
<PAGE>
                           (a)      save to the extent of any excess in any
                                    relevant insurance policy; and/or

                           (b)      unless any relevant insurance policy is
                                    vitiated or payment of insurance monies
                                    refused in whole or in part as a result of
                                    anything done by the Tenant, any undertenant
                                    or any other occupier of the Premises or
                                    anyone at the Premises with the express or
                                    implied authority of any of them

                            Provided That the Tenant's liability is limited to
                            the extent that the Landlord effects any recovery
                            under clause 4.4 hereof.

                  3.5.2    To carry out all work required under this sub-clause
                           or any other provision of this Lease:

                           (a)      in a good and workmanlike manner;

                           (b)      in accordance with good modern practice from
                                    time to time, all relevant codes of practice
                                    and all British Standards; and

                           (c)      to the Landlord's reasonable satisfaction.

         3.6      DECORATION

                  3.6.1    To decorate the Premises in the last three months
                           before the End of the Term and all additions to them
                           previously or usually decorated.

                  3.6.2    To carry out the work required by this sub-clause:

                           (a)      in a good and workmanlike manner;

                           (b)      with good quality materials;

                           (c)      to the Landlord's reasonable satisfaction;
                                    and

                           (d)      in accordance with such reasonable
                                    directions as may be communicated to the
                                    Tenant by or on behalf of the Landlord in
                                    the last three months of the Term in a
                                    colour and scheme of decoration approved by
                                    the Landlord, such approval not to be
                                    unreasonably withheld or delayed.

         3.7      KEEP TIDY

                  3.7.1    To keep the Premises clean, tidy and free from
                           litter.

                                                                        Page--8-
<PAGE>

                  3.7.2    Not to litter or make untidy the Building or any
                           neighbouring or adjoining property.

                  3.7.3    To keep all rubbish in suitable receptacles and to
                           arrange for its collection and disposal in an
                           appropriate manner as often as necessary and at least
                           weekly.

         3.8      ALTERATIONS

                  3.8.1    Not to commit waste to the Premises, divide them or
                           merge them with other premises or make any
                           alterations or additions of any type to them unless
                           paragraph 3.8.2 is first complied with in full when
                           the following alterations and additions will be
                           allowed with the Landlord's consent, such consent not
                           to be unreasonably withheld or delayed:

                           (a)      Internal non-structural alterations and
                                    additions.

                           (b)      Alterations and additions to the Pipes
                                    forming part of the Premises.

                           (c)      Minor alterations or additions to the
                                    structure or exterior of the Premises that
                                    are consequential to any work carried out
                                    under paragraphs (a) or (b) and which do not
                                    affect the structural integrity of the
                                    Premises or the Building.

                           Provided That the Tenant shall (without any consent
                           of the Landlord) be entitled to install alter and
                           remove internal demountable partitioning which does
                           not affect the structure of the Premises or prejudice
                           or affect the air conditioning fire protection or
                           other building systems subject to the Tenant
                           supplying 2 copies of as built drawings to the
                           Landlord forthwith upon completion of any such works.

                  3.8.2    Before carrying out any alterations or additions
                           which require Landlord's consent and at its own cost
                           to:

                           (a)      obtain all necessary consents from any
                                    competent authority and any other person;

                           (b)      supply four sets of all drawings and
                                    specifications for the proposed alteration
                                    or additions to the Landlord for its
                                    approval (such approval not to be
                                    unreasonably withheld or delayed);
                                                                        Page--9-

<PAGE>
                           (c)      enter into any covenants that the Landlord
                                    reasonably requires for the execution,
                                    supervision and reinstatement of them.

                  3.8.3    If so required by the Landlord not less than three
                           calendar months prior to the end or sooner
                           determination of this Lease at the cost of the Tenant
                           to remove any alterations or additions to the
                           Premises, or any part of them, and to reinstate the
                           Premises, or the appropriate part of them, to their
                           former condition before the End of the Term and
                           subject to the Landlord's reasonable satisfaction.

                  3.8.4    To commence to remedy any breach of this sub-clause
                           within two months of receiving written notice from
                           the Landlord of such breach and then diligently to
                           remedy the same and if it does not to allow the
                           Landlord to enter the Premises with all necessary
                           workmen and equipment to carry out the work required
                           and to pay to the Landlord all expenses properly and
                           reasonably incurred by it in doing so, including all
                           proper legal and surveyors' fees reasonably incurred,
                           within 7 days of an invoice for same detailing such
                           expenses together with interest at the Interest Rate
                           from the date of expenditure by the Landlord to the
                           date of repayment.

         3.9      STATUTORY OBLIGATIONS

                  3.9.1    At its own expense to comply with all requirements
                           of, and execute all works required by, any statute or
                           any competent authority in respect of the Premises,
                           any activity at or use of them or the use of any
                           plant, machinery or other equipment in them (save
                           that forming part of the Common Parts or the
                           Landlord's equipment).

                  3.9.2    To obtain all planning permissions and other consents
                           that are required for the carrying out of any
                           operations on the Premises or any use of them by the
                           Tenant which may constitute development within the
                           meaning of the Planning Acts but no application for
                           planning permission or any other consent is to be
                           made without the Landlord's consent, such consent not
                           to be unreasonably withheld or delayed in respect of
                           any application for permission or consent in respect
                           of anything for which consent has already been given
                           by the Landlord under any other provision of this
                           Lease.

                  3.9.3    To pay and satisfy any charge or levy that is imposed
                           under the Planning Acts in respect of any operation
                           or use referred to in paragraph 3.9.2.
                                                                       Page--10-

<PAGE>
                  3.9.4    That where any alterations or additions are covered
                           by the CDM Regulations it and not the Landlord will
                           be the client for the purposes of regulation 4 of
                           those regulations and that it will:

                           (a)      send a declaration to that effect to the
                                    Health & Safety Executive in accordance with
                                    paragraph (4) of regulation 4 of the CDM
                                    Regulations;

                           (b)      provide the Landlord with a copy of the
                                    acknowledgement received from the Health &
                                    Safety Executive in respect of the
                                    declaration when received by it;

                           (c)      not revoke the declaration;

                           (d)      comply with the client's obligations under
                                    the CDM Regulations.

                  3.9.5    To supply to the Landlord at its own cost all
                           information in respect of any work done to the
                           Premises, and the Premises as altered by that work,
                           which is required to keep any Health and Safety file
                           maintained under the CDM Regulations in respect of
                           the Premises or the Building up to date including
                           copies of all relevant plans, specifications and
                           other documents.

                  3.9.6    Not to carry out any operation on or any change of
                           use of the Premises before all notices required under
                           the Planning Acts and any Environmental Legislation
                           have been served or before all relevant notices,
                           planning permissions and other consents have been
                           produced to the Landlord and acknowledged by it in
                           writing as being satisfactory, such acknowledgement
                           not to be unreasonably withheld or delayed in respect
                           of any notice, consent or permission in respect of
                           anything for which consent has already been given by
                           the Landlord under any other provision of this Lease.

                  3.9.7    Unless the Landlord directs otherwise to carry out
                           and complete before the End of the Term any works
                           which are to be carried out to the Premises by a date
                           after the End of the Term as a condition of any
                           planning permission granted for any development begun
                           during the Term.

                  3.9.8    That if it receives any compensation in respect of
                           its interest in the Premises because of any
                           restriction imposed on their use under the Planning
                           Acts and this Lease is determined by surrender or
                           re-entry to immediately make such payment to the
                           Landlord as is reasonable to ensure that the Landlord
                           receives due benefit from that compensation.

                                                                       Page--11-

<PAGE>
                  3.9.9    To produce to the Landlord on demand all notices,
                           orders, proposals, permissions, consents, plans and
                           other evidence which the Landlord reasonably requires
                           in order to be satisfied that this sub-clause has
                           been fully complied with.

         3.10     INSPECTION AND NOTICE TO REPAIR

                  To allow the Landlord and everyone authorised by it to enter
                  the Premises at all reasonable times during the Term on
                  reasonable prior notice (except in the case of emergency) to:

                  3.10.1   take inventories of fixtures, fittings and other
                           items to be yielded up at the End of the Term;

                  3.10.2   establish whether the Tenant's obligations under this
                           Lease have been complied with:

                           (a)      if any breach of obligation is found the
                                    Landlord may serve written notice on the
                                    Tenant requiring it to remedy the breach
                                    concerned;

                           (b)      if the Tenant does not start or is not
                                    proceeding expeditiously to rectify any
                                    breach of obligation notified to it within
                                    two months of service of the Landlord's
                                    notice, or sooner in emergency, the Landlord
                                    may enter the Premises with all necessary
                                    workmen and equipment to rectify the breach
                                    concerned and the Tenant shall pay to the
                                    Landlord within 14 days of demand detailing
                                    such costs etc. as a debt the costs and
                                    expenses of doing so, including legal and
                                    surveyors' fees, together with interest at
                                    the Interest Rate from the date of
                                    expenditure by the Landlord to the date of
                                    repayment

                  And subject in each case to making good any physical damage
                  caused to the Premises

         3.11     USER

                  3.11.1   Not to do anything at the Premises which may be,
                           become or cause a nuisance, disturbance, injury or
                           damage to the Landlord or any owner or occupier of
                           the Building or any neighbouring or adjoining
                           property.
                                                                       Page--12-

<PAGE>
                  3.11.2   Not to bring onto the Premises any Hazardous
                           Substances anything of an offensive nature and to
                           comply with all requirements of the Landlord's
                           insurers and the competent fire authority.

                  3.11.3   Not to use the Premises or any part of them for:

                           (a)      any use falling within Use Classes B3 to B7
                                    (inclusive) of the Town and Country Planning
                                    (Use Classes) Order 1987 (as originally
                                    enacted);

                           (b)      any dangerous, noxious, noisy or offensive
                                    trade or business;

                           (c)      the business of a staff agency, employment
                                    agency, a Government Department or Agency in
                                    each case at which the general public call
                                    without appointment, a betting office,
                                    residential purposes as sleeping
                                    accommodation or any illegal or immoral act
                                    or purpose; and

                           (d)      not to hold any sale by auction on the
                                    Premises.

                  3.11.4   Not to generate any noise in the Premises which can
                           be heard, or which creates vibrations that can be
                           felt, in any other part of the Building or in any
                           neighbouring or adjoining property.

                  3.11.5   Not to use the Premises or any part of them for any
                           purpose other than a use falling within Use Class
                           B1(a) of the Town and Country Planning (Use Classes)
                           Order 1987 (as originally enacted) and not without
                           the Landlord's consent, such consent not to be
                           unreasonably withheld, to use the Premises or any
                           part of them for any purpose other than high class
                           offices.

                  3.11.6   To pay to the Landlord within 14 days of demand all
                           costs, charges and expenses which may be incurred by
                           it in complying with a notice served, or a
                           requirement made, by any competent authority under
                           any Environmental Legislation or in abating any
                           private or public nuisance on or arising from the
                           Premises including any statutory nuisance abated by
                           the Landlord in compliance with a notice served by
                           any competent authority together with interest at the
                           Interest Rate from the date of expenditure by the
                           Landlord to the date of repayment.
                                                                       Page--13-

<PAGE>
         3.12     SIGNS

                  Save where specifically provided for in the Second Schedule to
                  this Lease not to install or display on any part of the
                  outside of the Premises or to or through any window in the
                  Premises any placard, poster, notice, advertisement, name,
                  sign or other writing without the Landlord's consent, such
                  consent not to be unreasonably withheld in respect of a sign
                  showing the name of the Tenant or any other permitted occupier
                  on or adjacent to the door into the Premises from the Common
                  Parts, the exterior of the Building and in the Common Parts at
                  first floor level Provided That no such consent shall be
                  required for the Tenant to exhibit its trading name or that of
                  a permitted occupier on internal directory boards within the
                  Common Parts.

         3.13     INSURANCE OBLIGATIONS

                  3.13.1   Not to do anything which prejudices or invalidates
                           any insurance policy in respect of the Premises, the
                           Building or any neighbouring or adjoining property or
                           which may do so or which makes or may make any
                           increased or additional premium payable for any of
                           them.

                  3.13.2   To pay to the Landlord on demand the cost of any
                           increased or additional premium which becomes payable
                           in respect of the Premises, the Building or any
                           neighbouring or adjoining property as a result of the
                           occupancy or use of the Premises by the Tenant or any
                           person it expressly or impliedly allows into
                           occupation of the Premises (including any referred to
                           in paragraph 3.13.1).

                  3.13.3   Not to effect any insurance in respect of the
                           Premises or the Building except as required by this
                           Lease without the Landlord's consent such consent not
                           to be unreasonably withheld or delayed.

                  3.13.4   If the Premises are destroyed or damaged to give
                           immediate notice to the Landlord stating the cause if
                           known.
                                                                       Page--14-

<PAGE>
         3.14     NOTICES

                  3.14.1   Within fourteen days of any notice, direction or
                           order (or any proposal for any of them) from any
                           competent authority being received by it or otherwise
                           coming to its knowledge to give full details of it to
                           the Landlord and, if reasonably required by the
                           Landlord, to produce it to the Landlord and/or take
                           all steps necessary to comply with it and/or make or
                           join with the Landlord in making any objection or
                           representation against it or in respect of it that
                           the Landlord reasonably requires provided that the
                           Landlord may only request compliance by the Tenant
                           with any such notice order requisition direction or
                           other thing insofar as it relates to the Tenant's use
                           and occupation of the Demised Premises.

         3.15     ALIENATION

                  3.15.1   Not to hold on trust for another, assign, underlet or
                           share or part with the possession or occupation of
                           the Premises or any part of them or allow any other
                           person to do so unless:

                           (a)      the transaction is not prohibited by
                                    paragraph 13.15.2; and

                           (b)      paragraphs 3.15.3 to 13.15.7 (inclusive) are
                                    first complied with in full where and to the
                                    extent that they relate to the transaction
                                    in question; and

                           (c)      any consent required from any Superior
                                    Lessor and any mortgagee of the Landlord and
                                    any Superior Lessor has been obtained

                           when the following transactions will be allowed with
                           the Landlord's consent, such consent not to be
                           unreasonably withheld or delayed:

                           (i)      assignments of the Premises as a whole;

                           (ii)     underleases of the Premises as a whole.

                           and if the Tenant is a company it may share or part
                           with the occupation of the Premises or any part of
                           them with or to a Group Company or the parent company
                           of the Tenant without the Landlord's consent for so
                           long only as the company concerned remains a Group
                           Company or the parent company of the Tenant, no
                           relationship of landlord and tenant is created or
                           security of tenure

                                                                       Page--15-

<PAGE>
                           obtained and the Landlord is given written notice of
                           the sharing or parting with occupation.

                  3.15.2   Not to effect any assignment:

                           (a)      to any Group Company unless the covenant of
                                    the Group Company itself (without reference
                                    to any guarantees, rent deposits or other
                                    security which may be offered for or by it)
                                    is, not materially less in value and
                                    strength to the Landlord than the outgoing
                                    Tenant as at the date of the application to
                                    the Landlord for licence to assign;

                           (b)      to any assignee which enjoys diplomatic or
                                    state immunity except where the proposed
                                    assignee is the Government of a country
                                    which is a member of the European Union;

                           (c)      to any assignee which is not resident in the
                                    European Union;

                           (d)      to an assignee which in the reasonable
                                    opinion of the Landlord is not of sufficient
                                    financial standing to enable it to pay the
                                    rents reserved from time to time by this
                                    Lease and otherwise perform the covenants on
                                    the part of the Tenant contained in this
                                    Lease.

                  3.15.3   Before any assignment the outgoing Tenant must enter
                           into a deed constituting an AGA (to be prepared by
                           the Landlord's solicitors) in the form of clause 6 of
                           this Lease (but with the reference to the Tenant in
                           clause 6.1 being to the proposed assignee and subject
                           to any variation that may be necessary to produce a
                           valid AGA and/or as the Landlord reasonably requires)
                           to secure the obligations of the proposed assignee to
                           the Landlord;

                  3.15.4   Before any assignment the proposed assignee must
                           enter into a deed (to be prepared by the Landlord's
                           solicitors) in a form reasonably required by the
                           Landlord containing direct covenants with the
                           Landlord and the Superior Lessor if required to
                           comply with the obligations under this Lease or the
                           underlease that is being assigned as appropriate.

                  3.15.5   Before any underlease the proposed underlessee must
                           enter into a deed (to be prepared by the Landlord's
                           solicitors) in a form reasonably required by the
                           Landlord containing direct covenants with the
                           Landlord to comply with the underlessee's obligations
                           required by clause 3.15.7(b) to be contained in the
                           proposed underlease.

                                                                       Page--16-

<PAGE>

                  3.15.6   Before any assignment or underlease, if the Landlord
                           reasonably requires it, a guarantor approved by the
                           Landlord, such approval not to be unreasonably
                           withheld or delayed, must enter into a deed (to be
                           prepared by the Landlord's solicitors) in the form of
                           clause 6 of this Lease (but with the reference to the
                           Tenant in clause 6.1 being to the proposed assignee
                           or underlessee, as appropriate, and subject to any
                           variation that may be appropriate in the case of a
                           proposed underlease or the assignment of an
                           underlease and/or in any case as the Landlord
                           reasonably requires) to secure the obligations of the
                           proposed assignee of this Lease, the proposed
                           underlessee or the proposed assignee of an
                           underlease, as appropriate, to the Landlord.

                  3.15.7   That any underlease must:

                           (a)      be granted at a rent in accordance with
                                    clauses 3.16.9 and 3.16.10 of this Lease;

                           (b)      be on terms which shall incorporate such
                                    provisions as are necessary to ensure that
                                    any underlease is consistent with and in any
                                    event no less onerous than this Lease and
                                    (but without prejudice to the generality of
                                    the foregoing) contain covenants controlling
                                    dealings in accordance with this sub-clause
                                    and an absolute restriction on any further
                                    subletting whether in whole or in part;

                           (c)      contain a re-entry clause in a form
                                    equivalent to the re-entry clause in this
                                    Lease;

                           (d)      be validly excluded from the security of
                                    tenure provisions of Part II of the Landlord
                                    and Tenant Act of 1954.

                  3.15.8   That in respect of any underlease granted it will:

                           (a)      use reasonable endeavours to enforce
                                    compliance with the obligations in it and
                                    not at any time expressly or by implication
                                    waive any breach by the underlessee;

                           (b)      not vary its terms, forfeit it or accept a
                                    surrender of it without the Landlord's
                                    consent, such consent not to be unreasonably
                                    withheld or delayed.

                                                                       Page--17-

<PAGE>
                  3.15.9   Not to underlet the whole of the Premises at a rent
                           less than the open market rent (without fine or
                           premium).

                  3.15.10  On every application for consent under this
                           sub-clause to disclose to the Landlord the terms of
                           the proposed transaction.

                  3.15.11  To supply to the Landlord on reasonable demand but
                           not more often than once in each 12 month period the
                           names and addresses of everyone deriving title from
                           the Tenant, whether mediately or immediately, or
                           occupying the Premises together with details of all
                           rents and other monies payable and the other terms of
                           all underleases and occupancies.

                  3.15.12  Where this Lease prohibits or imposes pre-conditions
                           on any particular assignment they:

                           (a)      are specified for the purposes of section
                                    19(1A) of the Landlord and Tenant Act 1927;
                                    and

                           (b)      do not affect the Landlord's right to
                                    withhold consent on any other ground which
                                    is reasonable or to impose any further
                                    condition which is reasonable in the
                                    circumstances.

                  3.15.13  Within one month of every assignment, underlease,
                           charge, mortgage or other dealing with or devolution
                           of this Lease to produce a certified copy of all
                           relevant documents to the Landlord's solicitors for
                           registration and to pay their reasonable fee.

         3.16     SALE AND RE-LETTING

                  To permit the Landlord to enter the Premises:

                  3.16.1   during the six months before the End of the Term to
                           fix in a suitable place (but not so as to materially
                           interfere with the access of light or air to the
                           Premises), and retain without interference, a sign or
                           signs of reasonable size for re-letting them;

                  3.16.2   at any time during the Term to fix in a suitable
                           place, and retain without interference, a sign or
                           signs of reasonable size for selling them

                                                                       Page--18-

<PAGE>
                  and during those periods to allow everyone authorised by the
                  Landlord to view the Premises at all reasonable times during
                  normal business hours and by appointment without interruption.

         3.17     RIGHTS OF LIGHT AND ENCROACHMENTS

                  3.17.1   Not to stop up, darken or obstruct any windows in the
                           Premises or do anything which would or might cause
                           any easement or other right enjoyed by the Premises
                           or the Building to be extinguished, abandoned,
                           diminished or otherwise adversely affected.

                  3.17.2   Not to allow any new window, opening, path, drain or
                           other encroachment or easement to be made or acquired
                           in, against, out of or on the Premises and if any are
                           made or acquired or any attempt is made to acquire or
                           make them to give immediate notice to the Landlord
                           and at the Landlord's request, but at its own cost,
                           do whatever is reasonably required to prevent the
                           encroachment or the acquisition of the easement
                           concerned.

         3.18     INDEMNITIES

                  To be responsible for and to indemnify the Landlord against:

                  3.18.1   all damage caused to the Premises, the Building or
                           any neighbouring or adjoining property or to any
                           person or goods which is caused by the use (save for
                           use in accordance with the permitted user) or misuse
                           by the Tenant of the Premises;

                  3.18.2   all actions, claims, proceedings, costs, expenses and
                           demands made against or incurred by the Landlord as a
                           result of:

                           (a)      any act, omission or negligence by it, any
                                    undertenant or any other occupier of the
                                    Premises or anyone at the Premises with the
                                    express or implied authority of any of them;
                                    or

                           (b)      any failure to comply with its obligations
                                    under this Lease;

                  3.18.3   any tax or other fiscal liability imposed on the
                           Landlord as a result of any work carried out at, any
                           act done on or any change of use of the Premises.

                                                                       Page--19-

<PAGE>
         3.19     DAMAGING SUBSTANCES

                  Not to allow any damaging substance (including water) to
                  escape from the Premises and to make good, and pay
                  compensation for, any damage caused by any escape that occurs
                  Provided That this clause shall not apply in respect of any
                  escape which is caused directly from a breach by the Landlord
                  of its obligations under this Lease.

         3.20     NOTICES OF BREACH AND COSTS

                  To pay to the Landlord within 7 days of written demand on a
                  full indemnity basis all reasonable and proper costs, charges
                  and expenses (including solicitors', surveyors', bailiffs' and
                  other professional fees) properly incurred by it for the
                  purpose of or in connection with:

                  3.20.1   the preparation and service of a notice under section
                           146 of the Law of Property Act 1925 or in
                           contemplation of proceedings under sections 146 or
                           147 of that Act even if forfeiture is avoided unless
                           a competent court orders otherwise;

                  3.20.2   the preparation and service of all notices relating
                           to any failure by it or any guarantor to comply with
                           their obligations under this Lease whether served
                           before or after the End of the Term;

                  3.20.3   any application for any licence or consent under this
                           Lease whether granted or not including where the
                           application is withdrawn but not where the Landlord
                           unlawfully refuses or fails to grant licence or
                           consent or unreasonably delays same;

                  3.20.4   the enforcement or remedying of any breach of its or
                           any guarantor's obligations under this Lease whether
                           or not court proceedings are involved.

         3.21     YIELD UP

                  At the End of the Term to:

                  3.21.1   yield up the Premises (with all keys) in the state
                           and condition required by this Lease;

                                                                       Page--20-

<PAGE>
                  3.21.2   remove all notices, advertisements, signs, aerials
                           and tenant's fixtures, fittings, furniture and other
                           goods from the Premises and make good any damage
                           caused to the Premises or the Building (including
                           damage to decorative finishes) by their removal to
                           the Landlord's reasonable satisfaction.

         3.22     PIPES

                  3.22.1   Not to connect anything to any Pipes forming part of
                           or serving the Premises which might endanger or
                           overload them.

                  3.22.2   Not to allow any oil or grease or any deleterious,
                           objectionable, dangerous, poisonous or explosive
                           substance to be discharged into any Pipes forming
                           part of or serving the Premises and not to cause any
                           obstruction or deposit in them or any damage to them
                           and if any obstruction, deposit or damage occurs to
                           immediately remove or rectify it to the Landlord's
                           reasonable satisfaction.

         3.23     OVERLOADING

                  3.23.1   Not to do anything which would or might strain or
                           damage the Premises, the Building or any neighbouring
                           or adjoining property.

                  3.23.2   Not to do anything which adversely affects any
                           central heating, air handling, air conditioning,
                           sprinkler, alarm or other system running through or
                           serving the Premises or that imposes an additional
                           load on any of them beyond that which they are
                           designed to bear.

         3.24     KEYHOLDER

                  To supply the Landlord with the names, home addresses and
                  telephone numbers of at least two keyholders of the Premises.

         3.25     DEFECTS

                  To give notice to the Landlord of any defect in the Premises
                  which might require the Landlord to do or refrain from doing
                  anything in order to comply with its obligations under this
                  Lease or any duty of care imposed on it under the Defective
                  Premises Act 1972 or otherwise and to display and maintain all
                  notices relating to those matters which the Landlord at any
                  time reasonably requires to be displayed at the Premises.

                                                                       Page--21-

<PAGE>
         3.26     REPLACEMENT GUARANTOR

                  To give notice to the Landlord within fourteen days if any
                  guarantor of the then current Tenant under this Lease (being
                  an individual) dies, becomes bankrupt, has a receivership
                  order made against him or has a receiver appointed under the
                  Mental Health Act 1983 or (being a company) enters into
                  liquidation whether compulsory or voluntary (save for the
                  purpose of the amalgamation or reconstruction of a solvent
                  company not involving the realisation of assets), has a
                  receiver (including an administrative receiver) or an
                  administrator appointed of its undertaking or any of its
                  assets, has a winding up or an administration order made
                  against it or a petition is presented for any such order, is
                  deemed unable to pay its debts as defined in section 123 of
                  the Insolvency Act 1986, or is struck off the Register of
                  Companies, is dissolved or (being a company incorporated
                  outside Great Britain) ceases to exist under the laws of the
                  country of its incorporation or (in any case) enters into an
                  arrangement or composition for the benefit of its creditors
                  and if required by the Landlord, but at its own expense, to
                  procure that within twenty eight days a new guarantor
                  acceptable to the Landlord, such acceptance not to be
                  unreasonably withheld, executes a guarantee in the form of
                  clause 6 of this Lease (but in respect of the liability of the
                  then current Tenant) subject to any variation that the
                  Landlord reasonably requires.

         3.27     REGULATIONS

                  To comply with all reasonable written regulations from time to
                  time made by the Landlord for the satisfactory running or
                  management of the Building.

         3.28     DISPUTES

                  To advise the Landlord and thereafter keep the same fully
                  informed as to the progress of any dispute or potential
                  dispute between the Tenant and any superior landlord and to
                  give details of the nature of the dispute together with all
                  other relevant facts and information.

         3.29     OCCUPATION

                  Not to leave the Premises unoccupied for a period of 14 days
                  or more without notifying the Landlord and to comply with the
                  requirements of the insurers of the Premises.

                                                                       Page--22-

<PAGE>
         3.30     HEADLEASE

                  To comply with the lessee's obligations under the Headlease
                  (except the covenant to pay rent and service charge) in so far
                  as they relate to the Premises save insofar as the obligations
                  contained in the Headlease conflict with the covenants and
                  regulations contained in this Lease whereupon this Lease shall
                  prevail.

         3.31     CAR PARK

                  In connection with the use of the Car Park:

                  3.31.1   Not to litter or leave any rubbish on it.

                  3.31.2   Not to use it so as to be or become or cause a
                           nuisance, injury or damage to the Landlord or any
                           other user.

                  3.31.3   Not to obstruct any access or manoeuvring area.

                  3.31.4   Not to allow oil or grease to drip onto it and not to
                           bring onto it any fuel or lubricating oil except any
                           inside the tank or mechanical parts of any car using
                           it.

                  3.31.5   Not to clean or undertake any maintenance work on any
                           car using it.

                  3.31.6   To comply with, and ensure that the owners and
                           drivers of all cars using the Car Park under its
                           authority, comply with all reasonable regulations
                           made by the Landlord at any time for its satisfactory
                           running or management.

4        LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant:

         4.1      QUIET ENJOYMENT

                  That the Tenant may, so long as it pays the rent reserved by
                  and complies with its obligations under this Lease, peaceably
                  and quietly hold and enjoy the Premises during the Term
                  without any unlawful interruption by the Landlord or any
                  person rightfully claiming under or in trust for it or by
                  title paramount.

         4.2      INSURANCE

                  4.2.1    To use its best endeavours to ensure that the
                           Building is insured:

                                                                       Page--23-

<PAGE>
                           (a)      in an amount sufficient to cover the cost of
                                    rebuilding or full reinstatement cost;

                           (b)      against loss or damage by the Insured Risks
                                    together with an appropriate addition for
                                    the cost of demolition, site clearance and
                                    professional fees and the cost of any works
                                    required by or by virtue of any act of
                                    Parliament or other laws and all VAT in
                                    connection therewith

                           but the Landlord shall not be under any obligation to
                           insure any alterations, additions or fixtures and
                           fittings made or installed by the Tenant, any
                           undertenant or any other occupier until notified of
                           them and the amount for which they should be insured.

                  4.2.2    If the Premises are destroyed or damaged by any of
                           the Insured Risks (the insurance policy not being
                           vitiated by anything done by the Tenant, any
                           undertenant or any other occupier of the Premises or
                           anyone at the Premises with the express or implied
                           authority of any of them) the Landlord will:-

                           (a)      use its reasonable endeavours to ensure that
                                    the Superior Lessor lays out all insurance
                                    monies (save for loss of rent) and
                                    reinstates the Building and with all
                                    reasonable speed; or

                           (b)      in the event that the Landlord has insured
                                    the Building, with all convenient speed to
                                    use its reasonable endeavours to obtain any
                                    consents needed to enable it to reinstate
                                    the Building (but without any obligation to
                                    appeal any refusal of any consent) and will
                                    where the consents have been obtained and
                                    subject to the availability of the necessary
                                    materials and labour) rebuild and reinstate
                                    the Building in a form as near as reasonably
                                    practicable to the form existing before the
                                    destruction or damage.

                  4.2.3    At the request and cost of the Tenant, but not more
                           than once in any year, to produce to the Tenant a
                           copy, or at the Landlord's option, sufficient details
                           of the Landlord's insurance policy or the policy
                           affected by the Superior Lessor and evidence of
                           payment of the last premium.

         4.3      HEADLEASE

                                                                       Page--24-

<PAGE>
                  To pay the rents reserved by the Headlease and, by way of
                  indemnity only, and subject to the Tenant complying with its
                  obligations under this Lease, to observe and perform the
                  lessee's obligations conditions and other things under the
                  Headlease insofar as the same are not the responsibility of
                  the Tenant under this Lease and to use all reasonable
                  endeavours at the request and cost of the Tenant to enforce
                  the lessor's obligations under the Headlease and to seek the
                  lessor's approval or consent to and use reasonable endeavours
                  to obtain the same where the Tenant seeks any such consent or
                  approval under this Lease Provided That the Landlord shall
                  have no obligation to issue proceedings against the lessor by
                  virtue of this clause.

         4.4      WARRANTIES

                  4.4.1    To the extent that the warranties, details of which
                           are contained in the Fourth Schedule (THE
                           WARRANTIES), have been properly assigned to the
                           Landlord, the Landlord will use all reasonable
                           endeavours to enforce the rights it has pursuant to
                           the Warranties insofar as there is any defect in the
                           Demised Premises which is due to any breach of the
                           obligations owed to the Landlord pursuant to the
                           Warranties.

                  4.4.2    The Tenant shall notify the Landlord in writing of
                           any such defect as described above and the Landlord
                           shall forthwith use its reasonable endeavours to
                           enforce the rights it has pursuant to the Warranties
                           and shall supply to the Tenant copies of all
                           correspondence relating thereto and shall keep the
                           Tenant fully informed of the progress of any claims.

         4.5     COMPETITION

                  4.5.1    The Landlord shall not grant a lease of any part or
                           of the whole Building to any party whom the parties
                           hereto agree to be a competitor of the Tenant. The
                           Landlord shall notify the Tenant in writing before
                           granting any such lease with full details of the
                           intended new tenant ("the New Tenant") whereupon the
                           Tenant (acting reasonably) shall within 5 working
                           days of receipt of such notice inform the Landlord of
                           whether or not it considers the New Tenant to be a
                           competitor of the Tenant

                                                                       Page--25-

<PAGE>
                  4.5.2    If there is any dispute as to whether the New Tenant
                           is a competitor of the Tenant the matter shall be
                           referred to a chartered accountant qualified for at
                           least ten years such accountant to be appointed by
                           agreement of the parties hereto and in the event that
                           the parties are unable to agree such appointment
                           shall be made by the President (or other acting chief
                           officer) for the time being of the Institute of
                           Chartered Accountants of England and Wales whose
                           decision to be made within ten working days of
                           referral shall be final and binding on the parties.

         4.6      RECEPTION AREA

                  The Landlord shall ensure that the reception area and Common
                  Parts are neutrally branded

         4.7      SERVICES AND SERVICE CHARGE

                  The Landlord will comply with its obligations under the Fifth
                  Schedule.

         4.8      RESTAURANT CHARGE

                  The Landlord will comply with its obligations under the Sixth
                  Schedule.

5.       PROVISOS

         It is agreed that:

         5.1      RE-ENTRY

                  If any of the following occur:

                  5.1.1    The rent payable under clause 2 of this Lease or any
                           part of it is unpaid for 21 days after it becomes
                           due, whether formally demanded or not.

                  5.1.2    The Tenant fails to comply with any of its
                           obligations under this Lease.

                  5.1.3    Any distress or execution is levied on at the
                           Premises.

                  5.1.4    Where the Tenant is a corporation:

                           (a)      the taking of any step in connection with
                                    any voluntary arrangement or any other
                                    compromise or arrangement for the benefit of
                                    any of its creditors;

                                                                       Page--26-

<PAGE>
                           (b)      the making of an application for an
                                    administration order or the making of an
                                    administration order in relation to it;

                           (c)      the giving of any notice of intention to
                                    appoint an administrator, the filing at
                                    court of the prescribed documents in
                                    connection with the appointment of an
                                    administrator or the appointment of an
                                    administrator, in relation to it;

                           (d)      the appointment of a receiver or manager or
                                    an administrative receiver in relation to
                                    any of its property or income;

                           (e)      the commencement of a voluntary winding-up
                                    in relation to it except a winding-up for
                                    the purpose of amalgamation or
                                    reconstruction of a solvent company in
                                    respect of which a statutory declaration of
                                    solvency has been filed with the Registrar
                                    of Companies;

                           (f)      the making of a petition for a winding-up
                                    order or a winding-up order in relation to
                                    it;

                           (g)      it being struck-off the Register of
                                    Companies or the making of an application
                                    for it to be struck-off; or

                           (h)      the Tenant otherwise ceasing to exist.

                  5.1.5    Where the Tenant is an individual:

                           (a)      the taking of any step in connection with
                                    any voluntary arrangement or any other
                                    compromise or arrangement for the benefit of
                                    any of his creditors;

                           (b)      the presentation of a petition for a
                                    bankruptcy order or the making of a
                                    bankruptcy order against him; or

                           (c)      the making of a receivership order against
                                    him or the appointment of a receiver under
                                    the Mental Health Act 1983.

                  the Landlord may at any time afterwards, even though any
                  earlier right of re-entry has been waived, re-enter the
                  Premises or any part of them in the name of the whole when
                  this Lease shall end but without prejudice to any claim by the
                  Landlord in respect of any failure by the Tenant to comply
                  with its obligations.

                                                                       Page--27-

<PAGE>
         5.2      SUSPENSION OF RENT

                  If the Premises or any part of them or the access thereto are
                  destroyed or damaged by any Insured Risk so as to be wholly or
                  partly unfit for occupation or use then (unless any insurance
                  policy in respect of the Premises or the Building including
                  for the avoidance of doubt not by the Superior Lessor in
                  respect of the Estate (as defined in the Head Lease) is
                  vitiated by anything done by the Tenant, any undertenant or
                  any other occupier of the Premises or anyone at the Premises
                  with the express or implied authority of any of them) the rent
                  reserved by clauses 2 and 3.1.2(c) and (a) of this Lease or a
                  fair proportion of it according to the nature and extent of
                  the damage concerned shall be suspended until the Premises or
                  the damaged part of them are re-instated or made fit for
                  occupation or use.

         5.3      DETERMINATION OF THE TERM

                  If the Premises are destroyed or damaged by any Insured Risk
                  so as to be unfit for occupation or use and they have not been
                  reinstated at the expiration of the period for which the
                  Landlord has insured loss of rent from the Premises (or such
                  longer period as shall be agreed in writing between the
                  Landlord and the Tenant before the expiry of such period)
                  calculated from the date upon which the Premises shall have
                  been destroyed or damaged by any of the Insured Risks as to
                  render them unfit for occupation and use and:

                  5.3.1    the insurance of the Premises effected by the
                           Landlord pursuant to its covenant contained in this
                           Lease shall not have been vitiated by or any payment
                           of the policy monies refused in whole or in part as a
                           consequence of any act or default of the Tenant or
                           any undertenant or their respective agents or
                           visitors; and

                  5.3.2    the Landlord shall have been unable to obtain all
                           necessary consents and approvals for the rebuilding
                           replacement and/or reinstatement of the Premises;

                  then (unless otherwise agreed in writing between the Landlord
                  and the Tenant prior to the expiration of such period) then
                  either party may serve notice on the other at any time after
                  such period to determine this Lease whereupon this Lease shall
                  absolutely cease and determine but without prejudice to any
                  claim by either party against the other for any breach of its
                  obligations up to that time and if this Lease is ended under
                  this sub-clause (or if the rebuilding or reinstatement of the
                  Premises or the Building is

                                                                       Page--28-

<PAGE>
                  prevented or frustrated by any cause at all) all insurance
                  monies relating to the Premises and the Building shall belong
                  to the Landlord.

         5.4      EXCLUSION OF USE WARRANTY

                  Nothing in this Lease or in any consent granted by the
                  Landlord under it implies or warrants that the Premises may be
                  used for any use allowed by this Lease either under the
                  Planning Acts or otherwise.

         5.5      NOTICES

                  Section 196 of the Law of Property Act 1925, as amended by the
                  Recorded Delivery Service Act 1962, applies to the service of
                  all notices in connection with this Lease except that it shall
                  be deemed to be amended as follows:

                  5.5.1    In this sub-clause WORKING DAY means any day from
                           Monday to Friday (inclusive) other than bank or
                           public holidays.

                  5.5.2    The final words of section 196(4) "and that
                           service...be delivered" shall be deleted and replaced
                           with "and that service shall be deemed to be made on
                           the second Working Day after the registered letter
                           has been posted".

                  5.5.3    Any notice may be sufficiently served by facsimile
                           when service shall be deemed to be made on the day of
                           transmission if transmitted before 4.00 pm on a
                           Working Day but otherwise on the next following
                           Working Day and only in any event if it is actually
                           received.

         5.6      COMPENSATION

                  Any statutory right of the Tenant to claim compensation from
                  the Landlord on vacating the Premises is excluded to the
                  extent permitted by law.

         5.7      IMPLIED EASEMENTS

                  Section 62 of the Law of Property Act 1925 is excluded from
                  this Lease so that the only rights granted to the Tenant are
                  those expressly set out in this Lease and the Tenant shall not
                  be deemed to have acquired or be entitled to and the Tenant
                  shall not during the Term acquire or become entitled to (save
                  on behalf of the Landlord against third parties) by any means
                  any easement or advantage of any sort in respect of or
                  affecting the Building or any neighbouring or adjoining
                  property.

                                                                       Page--29-

<PAGE>
         5.8      PARTY WALLS

                  Any internal non-loading bearing walls dividing the Premises
                  from any other premises in the Building let or intended to be
                  let to any other tenant of the Landlord are party walls within
                  the meaning of section 38 of the Law of Property Act 1925 and
                  shall be maintained at the joint expense of the respective
                  estate owners.

         5.9      TENANT'S PROPERTY

                  If at the End of the Term the Tenant leaves any items on the
                  Premises and fails to remove them within seven days of being
                  requested to do so the Landlord may remove them as the
                  Tenant's agent and, if the Landlord wishes to, sell them and
                  hold the proceeds of sale, after deduction of removal, sale
                  and other costs, to the Tenant's order and the Tenant shall
                  indemnify the Landlord against any liability to any third
                  party whose property is removed or sold by the Landlord in the
                  mistaken belief, which shall be presumed unless the contrary
                  is proved, that it belonged to the Tenant.

         5.10     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

                  A person who is not a party to this Lease has no right under
                  the Contracts (Rights of Third Parties) Act 1999 to enforce
                  any term of this Lease but this does not affect any right or
                  remedy of a third party which exists or is available apart
                  from that Act.

         5.11     EXCLUSION OF SECURITY

                  5.11.1   The Landlord and the Tenant have agreed that the
                           provisions of Sections 24 to 28 (inclusive) of the
                           Landlord and Tenant Act 1954 (THE 1954 ACT) be
                           excluded in relation to this tenancy.

                  5.11.2   A notice as required by Section 38A(3) of the 1954
                           Act (as amended) has been served on the Tenant and
                           the Tenant has made the [statutory] declaration as
                           required by Schedule 2 to the Regulatory Reform
                           (Business Tenancies) (England and Wales) Order 2003.

         5.12     JURISDICTION AND GOVERNING LAW

                  This Lease shall be governed by and interpreted in accordance
                  with English law and the parties irrevocably submit to the
                  jurisdiction of the English courts.


                                                                       Page--30-
<PAGE>
6        FORM OF GUARANTOR'S COVENANTS

         6.1      Interpretation

                  6.1.1    In this clause unless the context requires otherwise
                           the following words and expressions mean:

                  6.1.2    THE LIABILITY PERIOD: the period ending at the End of
                           the Term or, if earlier, on the date on which the
                           Tenant is released from its obligations under this
                           Lease by the 1995 Act;

                  6.1.3    THE TENANT: the specific Tenant in respect of which
                           the relevant guarantee is given only and in the case
                           of the guarantee given by the Guarantor named as a
                           party to this Lease (if any) means the Tenant named
                           as a party to this Lease only.

         6.2      GUARANTEE AND INDEMNITY

                  6.2.1    The Guarantor guarantees to the Landlord that the
                           Tenant will pay the rents reserved by this Lease and
                           comply with its other obligations under this Lease
                           throughout the Liability Period and that if the
                           Tenant does not do so that the Guarantor will.

                  6.2.2    The Guarantor covenants with the Landlord as a
                           separate and independent primary obligation to the
                           obligation contained in clause 6.2.1 to indemnify the
                           Landlord against all losses, costs, damages and
                           expenses suffered or incurred by it due to any
                           failure by the Tenant to comply with any of its
                           obligations under this Lease at any time during the
                           Liability Period.

         6.3      PRESERVATION OF GUARANTOR'S LIABILITY

                  The Guarantor's liability under clauses 6.2.1 and 6.2.2 shall
                  not be affected by:

                  6.3.1    any time or indulgence granted to the Tenant or any
                           compromise of the liability of the Tenant or any
                           person comprised in the Tenant;

                  6.3.2    any failure by the Landlord to obtain or accept
                           payment of rent or other monies or to enforce any of
                           the Tenant's obligations;

                  6.3.3    any refusal by the Landlord to accept rent or other
                           monies from the Tenant following any default by the
                           Tenant;

                                                                       Page--31-
<PAGE>
                  6.3.4    the Landlord enforcing any remedy against the Tenant
                           for any failure to comply with its obligations under
                           this Lease;

                  6.3.5    the Landlord taking, or refraining from taking, any
                           action in connection with any other security held by
                           it in respect of the Tenant's liability under this
                           Lease including the release of any such security;

                  6.3.6    any release or compromise of the liability of any
                           person comprised in the Guarantor or the grant of any
                           time or concession to any of them;

                  6.3.7    any legal limitation or disability of the Tenant or
                           any invalidity or irregularity of any of the Tenant's
                           obligations under this Lease or any unenforceability
                           of any of them against the Tenant;

                  6.3.8    the Tenant being dissolved, struck off the register
                           of companies or otherwise ceasing to exist, or, if
                           the Tenant is an individual, by the Tenant dying or
                           becoming incapable of managing his affairs;

                  6.3.9    without prejudice to clause 6.4 any disclaimer of the
                           Tenant's liability under this Lease, any forfeiture
                           of this Lease or this Lease being brought to an end
                           in any other way except by surrender or the exercise
                           of any break right;

                  6.3.10   any agreement with the Tenant or any licence or
                           consent given under this Lease;

                  6.3.11   any surrender of part of the Premises except that the
                           Guarantor will not be under any liability in relation
                           to the surrendered part in respect of any period
                           after the surrender;

                  6.3.12   any review or alteration of the rent payable under
                           this Lease; or

                  6.3.13   anything else which without this paragraph would
                           release the Guarantor except an express release under
                           seal by the Landlord.

                                                                       Page--32-

<PAGE>
         6.4      OBLIGATION TO TAKE A NEW LEASE

                  6.4.1    If, during the Liability Period, this Lease is
                           disclaimed, forfeited or prematurely brought to an
                           end in any other way except by surrender or the
                           exercise of any break right or the Tenant is
                           dissolved, struck off the register of companies or
                           otherwise ceases to exist and the Landlord requires
                           it within three months after the relevant event the
                           Guarantor will accept a new lease of the Premises.

                  6.4.2    The new lease referred to in clause 6.4.1 shall be of
                           the Premises:

                           (a)      in their then actual state and condition;

                           (b)      subject to any underlease or tenancy or
                                    other interest affecting the Premises at the
                                    time;

                           (c)      for a term equal to the residue of the
                                    Contractual Term remaining at the date of
                                    the relevant event;

                           (d)      at the rent last payable under this Lease
                                    (ignoring any abatement of rent) subject to
                                    review in accordance with the Rent Review
                                    Provisions;

                           (e)      subject to the same obligations as those
                                    contained in this Lease but as if this Lease
                                    had continued;

                           (f)      with effect from the date of the relevant
                                    event; and

                           (g)      with the Guarantor paying the costs of the
                                    new lease (including the Landlord's
                                    solicitors' costs and disbursements) and
                                    executing and delivering a counterpart of it
                                    to the Landlord.

                  6.4.3    If the Landlord's right to require the Guarantor to
                           accept a new lease arises under sub-clause 6.4.1 but
                           for any reason the Landlord does not require the
                           Guarantor to do so the Guarantor shall pay to the
                           Landlord on demand an amount equal to the rent and
                           other monies which would have been payable under this
                           Lease for the period starting on the date of the
                           event giving rise to the Landlord's right and ending
                           on the date six months after that date or, if
                           earlier, the date on which the Premises are re-let
                           and any rent free period or period at a concessionary
                           rent under the new letting expires.

                                                                       Page--33-

<PAGE>
         6.5      EXTENT OF GUARANTOR'S LIABILITY

                  6.5.1    The Guarantor's liability under this Lease is to the
                           Landlord and its successors in title without any need
                           for an express assignment.

                  6.5.2    If any of the circumstances specified in sub-clause
                           6.4.1 occur and there are any outstanding matters
                           under this Lease, including any outstanding rent
                           review, they shall be determined between the Landlord
                           and the Guarantor, as if the Guarantor was the
                           Tenant, for the purposes of the Guarantor's
                           obligations to the Landlord under both this Lease and
                           any new lease entered into by the Guarantor under
                           clause 6.4.

                  6.5.3    The Guarantor waives any right which it may otherwise
                           have to require the Landlord to enforce any other
                           remedy available it, or to proceed against the
                           Tenant, before proceeding against the Guarantor.

                  6.5.4    The Guarantor shall not make any claim or exercise
                           any right against the Tenant in competition with the
                           Landlord.

                  6.5.5    The Guarantor shall not be entitled to participate
                           in, or stand in the Landlord's place in respect of,
                           any other security held by the Landlord in respect of
                           the Tenant's obligations under this Lease.

IN WITNESS of which the parties to this Deed have duly executed it on the date
specified on page one.

                                                                       Page--34-

<PAGE>
                        THE FIRST SCHEDULE - THE PREMISES

ALL THOSE first floor premises in the Building as shown edged in red on the Plan
including:

1        the non-load bearing finishes or coverings to:

         1.1      the main ceilings, floors and walls of the Premises; and

         1.2      any main columns in the Premises

         but not any other part of those main ceilings, floors, walls or
         columns;

2        any internal non-load bearing walls inside the Premises;

3        any doors and door frames inside the Premises;

4        any raised floors and suspended ceilings inside the Premises;

5        all Pipes inside and exclusively serving the Premises;

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

so far as they exist at any time during the Term.




                                                                       Page--35-
<PAGE>

[Architectural Design of First Floor of Building A, The Arena, Bracknell]

[Tektronix]

[GL HEARN FMS]

[PLAN A]







                                                                          Plan A

<PAGE>
[Architectural Design of Building Floor Space]

[PLAN B]






                                                                          Plan B
<PAGE>
                        THE SECOND SCHEDULE - THE RIGHTS

1        The right to pass over any entranceways, hallways, passageways,
         staircases, lifts, roads, footpaths and service and access areas
         forming part of the Common Parts to the extent that they serve the
         Premises at any time in order to gain access to and egress from the
         Premises.

2        The right to pass the Utilities through the Pipes which are at any time
         in the Building and the Estate to the extent that they serve the
         Premises.

3        The right to park 70 private cars in the Car Park in the spaces from
         time to time designated by the Landlord for that purpose together with
         a right of access to and egress from those spaces over the appropriate
         roads and access areas forming part of the Common Parts.

4        The right to place a sign, subject to the Landlord's approval of its
         design (such approval not to be unreasonably withheld or delayed),
         giving the name and business of the occupier of the Premises in any
         nameboard provided by the Landlord in the Building and outside the
         Building on the southern front of the Building in the position
         currently utilised by Tektronix and on the first floor of the Building
         in a position to be approved by the Landlord (such approval not to be
         unreasonably withheld or delayed).

5        Subject to receiving the consent in writing of the Superior Lessor in
         accordance with the provisions of the Head Lease the right to erect a
         sign the design and precise location which are to be approved by the
         Landlord (such approval not to be unreasonably withheld or delayed) on
         the exterior of the Building.

6        The rights granted to the lessee in the Headlease insofar as they
         relate to and affect the Premises.

7        The right of support and protection from the Building.

8        The right to use the toilet facilities on the first floor of the
         Building

9        The right to the Tenant and its employees and visitors and any
         undertenant and its employees and visitors to use the Restaurant at the
         Building and subject to the terms of the Sixth Schedule hereto


                                                                       Page--36-
<PAGE>
                       THE THIRD SCHEDULE - THE EXCEPTIONS

1        The right to carry out works to and alter or rebuild the Building or
         any building or other structure erected on any neighbouring or
         adjoining property at any time owned by the Landlord or any of its
         Group Companies and to use the Building or such neighbouring or
         adjoining property or the buildings or structures on them at any time
         as the Landlord wishes even though the access of light and air to the
         Premises is interfered with but Provided That such works do not
         materially interfere with the Tenant's use and occupation of the
         Premises or the rights granted by this Lease.

2        The right to connect into and pass the Utilities through any Pipes at
         any time forming part of or serving the Premises which serve or are to
         serve the remainder of the Building or any neighbouring or adjoining
         property.

3        The right for the Landlord and all persons authorised by it at all
         reasonable times and on reasonable notice in writing (except in
         emergency) to enter the Premises with or without workmen and others for
         all of the following purposes:-

         3.1      Repairing, renewing, inspecting or connecting any pipe, wire,
                  drain, conduit or other conducting media within the Premises;

         3.2      Carrying out any works (whether of repair or otherwise) for
                  which the Landlord or the Tenant is liable under this Lease;

         3.3      Carrying out any works (whether of repair or otherwise) to the
                  Premises or to any property adjoining the Premises or to any
                  party structure, sewer, drain or pavement light

         3.4      For any other purpose mentioned in this Lease and the
                  Headlease.

4        The right to erect scaffolding on or adjacent to the Premises or the
         Building even though it temporarily restricts the access to or use of
         the Premises but the Landlord shall use all reasonable endeavours to
         keep any such restrictions to a minimum.

5        All rights of light, air, support and shelter and all other easements,
         quasi-easements and other rights at any time existing or created for
         the benefit of any other part of the Building or any neighbouring or
         adjoining property.

                                                                       Page--37-

<PAGE>
6        The exceptions out of the Landlord's demise set out at Part III of the
         First Schedule in so far as they relate to the Premises

And provided that all such rights shall be exercised causing as little
disturbance to the Tenant as reasonably practicable and (save in emergency) on
reasonable prior written notice and subject to making good any physical damage
caused.





                                                                       Page--38-

<PAGE>


                        THE FOURTH SCHEDULE - WARRANTIES

<Table>
<Caption>
       DATE                 DOCUMENT                                      PARTIES

<S>                  <C>                                     <C>
    04.02.1999       Sub Contractor's Warranty               Southdown Construction Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Sub Contractor's Warranty               Schindler Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Sub Contractor's Warranty               Roger Wilde Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Sub Contractor's Warranty               Kvaerner Rashleigh Wetherfoil Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Sub Contractor's Warranty               James Gibons Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Sub Contractor's Warranty               Composit Structures Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    04.02.1999       Specialist Supply Warranty              Bison Concrete Products Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)
</TABLE>

                                                                       Page--39-
<PAGE>
<TABLE>
<S>                  <C>                                     <C>
    04.02.1999       Sub Contractor's Warranty               Airteck Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    05.03.1999       Sub Contractor's Warranty               Construction Elements & Contracting (trading as Pollards
                                                             Fyrespan) (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    08.01.1999       Environmental Consultant's Warranty     Mott Macdonald Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Helical Bar Developments (South East) Limited (3)
                                                             Scottish Widows Fund & Life Assurance Society (4)

    04.02.1999       Sub Contractor's Warranty               Sky Roofing Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Bryant Construction Southern Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    18.01.1999       Sub Contractor's Warranty               Bryant Construction Limited (1)
                                                             Bryant Construction Group Plc (2)
                                                             Tektronix (UK) Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    18.01.1999       Contractor's Warranty                   Bryant Construction Limited (1)
                                                             Bryant Construction Group Plc (2)
                                                             Tektronix (UK) Limited (3)
                                                             Helical Bar Developments (South East) Limited (4)

    18.01.1999       Planning Supervisor's Warranty          Bucknall Austin Plc (1)
                                                             Tektronix (UK) Limited (2)
                                                             Helical Bar Developments (South East) Limited (3)

    18.01.1999       Quantity Surveyor's Warranty            Bucknall Austin Plc (1)
                                                             Tektronix (UK) Limited (2)
                                                             Helical Bar Developments (South East) Limited (3)
</TABLE>

                                                                       Page--40-
<PAGE>
<TABLE>
<S>                  <C>                                     <C>
    18.01.1999       Architect's Warranty                    Hamilton Associates Architects Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Helical Bar Developments (South East) Limited (3)
    18.01.1999       Structural Engineer's Warranty          Mott Macdonald Limited (1)
                                                             Tektronix (UK) Limited (2)
                                                             Helical Bar Developments (South East) Limited (3)
</Table>




                                                                       Page--41-



<PAGE>
                     THE FIFTH SCHEDULE - THE SERVICE CHARGE

1        In this Schedule unless the context requires otherwise the following
         words and expressions mean:

         THE PROVISIONAL SUM means a provisional sum in respect of the Tenant's
         Proportion for the relevant Account Year which in the case of the first
         Account Year shall be determined by the Landlord and in respect of any
         subsequent Account Year shall be a sum equal to the actual service
         charge paid by the Tenant in the Account Year immediately preceding the
         relevant Account Year

         THE SERVICES: the services listed in paragraph 13 of this Schedule;

         THE EXPENDITURE: all costs, expenses and outgoings whatsoever
         reasonably and properly incurred by the Landlord in providing or
         procuring the provision of all or any of the Services in respect of the
         Common Parts or the Building (as appropriate) including:

         (1)      the reasonable fees of the Landlord for any of the Services
                  undertaken by the Landlord or an employee of the Landlord and
                  not by a third party;

         (2)      any VAT payable on any costs, expenses or outgoings in respect
                  of the Services or any other supply to the Landlord in
                  connection with the Services;

         THE SURVEYOR: any person or firm appointed by or acting for the
         Landlord (who may be an employee of the Landlord or the person or firm
         appointed by the Landlord to manage the Building) Provided That any
         person or the majority of the partners of any firm concerned shall be
         an Associate or Fellow of the Royal Institution of Chartered Surveyors
         or the Incorporated Society of Valuers and Auctioneers;

         THE TENANT'S PROPORTION: a reasonable and proper proportion of the
         Expenditure properly attributable to the Premises to be determined by
         the Landlord or the Surveyor acting reasonably;

         THE ACCOUNT YEAR: the annual period nominated by the Landlord at any
         time for the purposes of this Schedule and may include or comprise any
         such part of an annual period as occurs at the commencement or
         expiration of the Term.

2        The Landlord will carry out those services detailed in paragraphs 13.1,
         13.2 and 13.3 below but the Landlord shall not be liable to the Tenant
         for:


                                                                       Page--42-

<PAGE>
                  2.1.1    any interruption to any service because of
                           maintenance of, damage to or destruction of any
                           equipment, breakdown, inclement weather, shortage of
                           materials or labour or any other cause at all outside
                           the Landlord's immediate control;

                  2.1.2    any act, omission or negligence of any of the
                           Landlord's employees or contractors in connection
                           with the provision of any service;

                  2.1.3    any disrepair or failure to supply any service unless
                           the Tenant has already given written notice of it to
                           the Landlord.

                  Provided that the Landlord shall use reasonable endeavours to
                  keep any interruption disrepair or failure to supply a service
                  to a minimum.

3        The Landlord will arrange for proper records to be kept in respect of
         the Expenditure and as soon as practicable after the end of each
         Account Year and in any event within 3 months thereof will arrange for
         the preparation and submission to the Tenant of a statement ("the
         Statement") showing a summary of the Expenditure for that Account Year
         together with the Tenant's Proportion such account itemising the
         different heads of expenditure and any balance payable by or due to the
         Tenant allowance being made for any Provisional Sum made

4        For a period of two months from the date of submission of the Statement
         t the Landlord shall if so required by the Tenant make available for
         inspection at the Building during Business hours copies of all
         available vouchers receipts invoices or other documentary evidence
         sufficient to enable the Tenant to verify the accuracy of the Statement

5        During each Account Year the Tenant shall pay the Provisional Sum in
         respect of the Tenant's Proportion for each Account Year such sum to be
         paid by equal payments in advance on the Rent Days the first payment,
         being a proportionate sum in respect of the period from the
         commencement date of the Term to the Rent Day immediately after the
         date of this Lease, to be paid on the execution of this Lease.

6        When the Tenant's Proportion for each Account Year is finally fixed:

         6.1      if it exceeds the Provisional Sum paid by the Tenant the
                  excess shall be paid to the Landlord within 14 days of written
                  demand;

         6.2      if it is less than the Provisional Sum paid by the Tenant the
                  overpayment shall be credited to the Tenant's account for the
                  then current Account Year or if the Term has come to an end
                  shall be repaid to the Tenant within 14 days


                                                                       Page--43-

<PAGE>
7        The Expenditure shall not contain any costs expenses or outgoings
         attributable to any period prior to the commencement of the Term

8        This Schedule shall continue to apply even though the Term has come to
         an end but only in respect of the period down to the End of the Term.

9        If the Tenant disputes any demand made by the Landlord for payment of
         monies under this Schedule, whether or not the dispute is to be
         referred to a surveyor appointed pursuant to paragraph 10 below, it
         shall, even though there is a dispute, pay the monies demanded to the
         Landlord in accordance with this Schedule and on the final resolution
         of the dispute (whether by a surveyor or otherwise) the Landlord shall
         repay to the Tenant any excess which is found to have been paid.

10

         10.1     If the parties are unable to resolve any such disagreement or
                  dispute either party may refer the matter for determination by
                  an independent surveyor to be agreed upon by the parties who
                  shall be a suitably qualified and experienced surveyor
                  generally recognised in the market as a specialist in shopping
                  centre service charge or (if the parties are unable to agree)
                  to an independent surveyor nominated at the request of either
                  party by or on behalf of the President for the time being of
                  the Royal Institution of Chartered Surveyors (whose nomination
                  and decision shall be binding on the parties

         10.2     Such surveyor shall act in accordance with the provisions set
                  out in clauses 10.3 to 10.5

         10.3     If the said surveyor should decide that the Landlord cannot
                  justify payment by the Tenant of the disputed sum then it
                  shall forthwith be repaid to the Tenant by the Landlord with
                  interest at 3% below the Interest Rate from payment until
                  repayment

         10.4     The appointment of such surveyor shall be upon terms that he
                  shall afford to the Landlord and to the Tenant an opportunity
                  to make representations to him

         10.5     If the surveyor shall die delay or become unwilling to act or
                  incapable of acting for any other reason and if on the
                  application of either the Landlord or the Tenant the President
                  for the time being of the Royal Institution of Chartered
                  Surveyors of the person acting on his behalf shall in his
                  discretion think fit he may by writing discharge the surveyor
                  and appoint another in his place

                                                                       Page--44-

<PAGE>
11       Subject to paragraph 2 of this Schedule the inclusion of a service in
         this Schedule does not impose any obligation on the Landlord to provide
         it.

12       In the calculation of any capital expenditure to be included in the
         Expenditure the Landlord shall take into account the deemed useful life
         of the item and with regard to the Term of this Lease

13       The Services:

         13.1     Inspecting, maintaining, repairing, amending, altering and
                  (where such items are beyond economic repair) reinstating or
                  renewing and (where appropriate) decorating, treating,
                  cleaning, heating, lighting and supplying the Utilities
                  (including hot water) to the Common Parts or the Building or
                  any part of it (but excluding any repairs, maintenance,
                  renewal or reinstatement of the roof of the Building or the
                  Excluded Parts) and for the avoidance of doubt (and without
                  liability for the generality of the foregoing) to ensure the
                  Premises are wind and water tight.

         13.2     The provision, maintenance, repair, and (where such items are
                  beyond economic repair) replacement, renewal and operation of
                  any:

                  13.2.1    lifts and lift machinery;

                  13.2.2   air conditioning, air handling, heating, cooling and
                           ventilation plant, machinery and systems;

                  13.2.3    window cleaning plant and machinery;

                  13.2.4    mechanical, electrical, lighting, security, CCTV,
                            emergency, fire detection, fire prevention, fire
                            fighting, alarm, telephone, public address,
                            sprinkler, control and monitoring systems and
                            equipment and any other systems, equipment or plant
                            of any type;

                  13.2.5   notice boards, signage and marking out (whether to
                           areas used by vehicles or otherwise) of any type;

                  13.2.6    escape routes; and

                  13.2.7    floor and wall coverings

                  that are at any time deemed reasonably necessary by the
                  Landlord.

                                                                       Page--45-

<PAGE>
         13.3     Paying all existing and future rates, taxes, assessments,
                  duties, charges, impositions and outgoings of any type
                  charged, assessed or imposed on the Common Parts or the
                  Building or on any part of them or on the owner or occupier of
                  them or any of them or on the provision of the Services or the
                  Utilities and whether or not of a capital or non-recurring
                  nature.

         13.4     Keeping books of account and management records in respect of
                  the Services and the preparation and auditing of those
                  accounts and the preparation and service of all notices and
                  statements in respect of the Services.

         13.5     Employing the Surveyor and any other surveyor, accountant,
                  agent, solicitor or other professional or adviser employed or
                  retained in connection with the Services or anything arising
                  in relation to them.

         13.6     Employing managing agents in respect of the Building but
                  excluding where such agents collect rent in relation to other
                  tenants in the Building.

         13.7     Providing any services, equipment and staff that are at any
                  time deemed reasonably necessary by the Landlord for the
                  efficient care, security and administration of the Common
                  Parts or the Building and/or the provision of the Services
                  including staff remuneration and the payment of all National
                  Health and Insurance contributions and other payments required
                  by law to be paid by employers, pensions or other payments or
                  benefits in kind (whether or not ex-gratia) and the provision
                  of any clothing and materials required by any staff for the
                  proper performance of their duties.

         13.8     Maintaining third party, employers' liability, public
                  liability and other insurances and insuring all apparatus,
                  equipment and other items at any time used or kept in on or
                  forming part of the Common Parts or the Building (but not any
                  lettable parts of the same).

         13.9     Inspecting and valuing the Common Parts or the Building and
                  any items in or on them for insurance purposes but not more
                  than once in any year.

         13.10    The removal of refuse and the provision and maintenance of
                  refuse disposal equipment.

         13.11    The making and promulgation of any regulations for, or in
                  connection with, the proper use of the Common Parts or the
                  Building but not the enforcement of them.

         13.12    Abating any private or public nuisance save where an
                  individual tenant is in breach of its lease in relation to the
                  same.


                                                                       Page--46-

<PAGE>
         13.13    Providing any additional service and making any other payment
                  that the Landlord at any time deems reasonably necessary for,
                  or incidental to, the provision of the Services or for the
                  proper care, maintenance or good management of the Common
                  Parts or the Building. provided that such services are carried
                  out or provided in accordance with the principles of good
                  estate management and provided further that the Expenditure
                  shall not include:-

                           (a)      any fees and expenses attributable to the
                                    collection of rents or other sums due from
                                    the tenants or occupiers of the Building

                           (b)      the costs of reviews of rent and lettings at
                                    the Building

                           (c)      the costs and expenses of making good any
                                    damage caused by any of the Insured Risks
                                    (or by terrorism where an Insured Risk)
                                    unless any of the insurance monies are
                                    irrecoverable as a result of any act or
                                    default of the Tenant any undertenant their
                                    respective employees agents or licensees or
                                    anyone at the Premises with their express or
                                    implied authority and provided further that
                                    if the insurance monies are insufficient to
                                    reinstate or rebuild the Premises the
                                    Landlord shall be entitled to recover the
                                    difference from the tenants at the Building
                                    by way of service charge





                                                                       Page--47-

<PAGE>
                     THE SIXTH SCHEDULE - RESTAURANT CHARGE

1        Definitions

         ACCOUNT YEAR: the annual period nominated by the Landlord for the
         purposes of this Schedule;

         THE RESTAURANT EXPENDITURE: all proper costs and expenses (excluding
         rent and business rates reasonably and properly incurred by the
         Landlord in providing a restaurant at the Building;

         THE TENANT'S PROPORTION: the percentage of the Restaurant Expenditure
         properly attributable to the Premises as the Landlord decides acting
         reasonably and properly not exceeding 39.5% of the Restaurant
         Expenditure;

2        The Landlord will arrange for proper records to be kept in respect of
         the Restaurant Expenditure and will as soon as reasonably practicable
         after the end of each Account Year and in any event within 3 months
         thereof arrange for the preparation and submission to the Tenant of an
         account showing a summary of the Restaurant Expenditure for the Account
         Year itemising the different heads of expenditure together with details
         of the Tenant's Proportion.

3

         3.1      The Tenant shall pay a provisional sum in respect of the
                  Tenant's Proportion for each Account Year which in the case of
                  the first Account Year shall be Pound Sterling65,000 exclusive
                  of VAT and in respect of each subsequent Account Year is to be
                  a sum equal to the Tenant's Proportion relating to the Account
                  Year immediately preceding the relevant Account Year by equal
                  payments in advance on the usual quarter days, being a
                  proportionate sum in respect of the period from the
                  commencement date of the Term to the next usual quarter day
                  after that to be paid on the execution of this Lease.

         3.2      When the Tenant's Proportion for each Account Year is finally
                  fixed:

                  3.2.1    if it exceeds the provisional sum paid by the Tenant
                           the excess shall be paid to the Landlord within 14
                           days of written demand;

                  3.2.2    if it is less than the provisional sum paid by the
                           Tenant the overpayment shall be reimbursed to the
                           Tenant within 14 days of demand.

4        If there is any dispute in relation to this Schedule, this dispute will
         be referred at the request of either party to a professionally
         qualified surveyor who shall act as an arbitrator under the provisions
         of the Arbitration Act 1996, the identity of such surveyor to be agreed
         between the


                                                                       Page--48-

<PAGE>
         parties or in the absence of agreement by the President for the time
         being of the Royal Institution of Chartered Surveyors or his duly
         authorised deputy.

5        The Tenant may at any time by serving not less than one month's notice
         in writing on the Landlord terminate its use of the Restaurant and on
         the expiry of such notice its obligations under this Schedule will
         cease without prejudice to any antecedent breach of the provisions of
         this Schedule.

6        The Landlord shall be under no obligation to provide any particular
         standard of service to the Tenant and shall have no liability to the
         Tenant for any times during which the Restaurant is unavailable for
         use.

7        The Tenant agrees that the Landlord shall be at liberty to cease
         running the Restaurant at any time whether temporarily or permanently
         and the Tenant shall have no liability under this schedule to pay for
         any expenditure incurred by the Landlord whilst the Restaurant is not
         operational.




                                                                       Page--49-


<PAGE>

EXECUTED as a Deed (but not delivered      )

until the date hereof) by                  )

IGE ENERGY SERVICES (UK) LIMITED           )

acting by a director and its secretary     )

or two directors                           )

                                           Director

                                           /s/ Auysan Clem [Illegible signature]



                                           Secretary/Director

                                           /s/ R. Cel [Illegible signature]







EXECUTED as a Deed (but not delivered      )

until the date hereof) by                  )

MANHATTAN ASSOCIATES LIMITED               )

acting by a director and its secretary     )

or two directors                           )



                                           Director

                                           Secretary/Director



                                                                       Page--50-

<PAGE>

SIGNED as a Deed (but not delivered        )

until the date hereof) on behalf of        )

MANHATTAN ASSOCIATES, INC.                 )

a company incorporated in Georgia,         )

United States of America                   )

by [full names of people signing]          )

being [a] person[s] who [is]/[are] in      )

accordance with the laws of that territory )

acting under the authority of the Company  )





Authorised Signatory

[Authorised Signatory]


                                                                       Page--51-