<PAGE>
                                                                    Exhibit 10.4

                        UNDERLEASE

                        relating to Suite 1.4, 30 St James's Street, London SW1

                        (1)   Benchmark Group Limited

                        (2)   Levco Europe, LLP



                        Dated 14th February 2005


                        OSBORNE CLARKE

                                         Barcelona
                                         Bristol
                                         Brussels
                                         Cologne
                                         Copenhagen
                                         Helsinki
                                         London
                                         Madrid
                                         Paris
                                         Rotterdam
                                         St Petersburg
                                         Silicon Valley
                                         Tallinn
                                         Thames Valley


<PAGE>


                                    CONTENTS

<TABLE>
<S>      <C>                                                                 <C>
1.       Definitions and interpretation........................................2
2.       Definitions...........................................................4
3.       Demise................................................................8
4.       Leesee's Covenants....................................................8
5.       Lessor's Covenants....................................................8
6.       Proviso...............................................................9
7.       Lease Reference......................................................11
8.       No Agreement for Lease...............................................11
9.       Security of Tenure...................................................12
Schedule 1....................................................................13
(Rights included in this Lease)...............................................13
Schedule 2....................................................................15
(Exceptions and Reservations out of this Lease)...............................15
Schedule 3....................................................................17
(Covenants by the Lessee).....................................................17
Schedule 4....................................................................35
(Covenants by the Lessor).....................................................35
Schedule 5....................................................................40
(Above referred to rent review provisions)....................................40
Schedule 6....................................................................44
Part I  ......................................................................45
Part II ........................................................................
</TABLE>

<PAGE>


                       LAND REGISTRATION ACTS 1925 - 1986

COUNTY AND LONDON BOROUGH: Greater London: City of Westminster

TITLE NUMBER: NGL 423610

THIS LEASE is made the 14th day of February 2005

BETWEEN:

(1)   BENCHMARK GROUP LIMITED (Company number 00961142) having its registered
      office at 11 Grafton Street, London W1S 4EW ("THE LESSOR")

(2)   LEVCO EUROPE, LLP c/o Suite 1.4, 29-30 St James's Street London SW1 ("THE
      LESSEE").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

In this Lease, unless the context otherwise requires, the following words have
the following meanings:

      "1954 ACT"               the Landlord and Tenant Act 1954 (as amended)

      "2003 ORDER"             the Regulatory Reform (Business Tenancies)
                               (England and Wales) Order 2003

      "COMMENCEMENT DATE"      14th February 2005;

      "DEMISED PREMISES"       the Premises (referred to hereafter as "the
                               demised premises") forming part of the Scheme
                               more particularly defined in Clause 2(d) Clause
                               3.4 (a) of this Lease;

      "QUARTER DAYS"           1 January, 1 April, 1 July and 1 October in each
                               year;

      "RENT"                   sixty-nine thousand nine hundred and sixty pounds
                               (L69,960.00) per annum


                                       2
<PAGE>


      "RENT COMMENCEMENT       3 months after completion of lease or, if
      DATE"                    earlier, occupation by the Lessee

      "SCHEME"                 the Lessor's office and shopping development
                               known as Stanmore House, 29 and 30 St James's
                               Street, 25, 26 and 27 Bury Street edged blue on
                               Plan No.l annexed hereto;

      "SERVICE CHARGE CAP"     (a) in respect of the current Accounting Period
                                   ending 31 December 2005 the sum of Eighteen
                                   Thousand Two Hundred and Eighty Five Pounds
                                   (L18,285)

                               (b) in respect of each subsequent Accounting
                                   Period the said sum increased by a percentage
                                   equal to the percentage of any increase in
                                   the "all items" General Index of Retail
                                   Prices published by the General Statistics
                                   Office or any official successor body
                                   ("Index") between the Index current as at the
                                   date hereof and the Index current immediately
                                   prior to the beginning of the relevant
                                   Accounting Period provided that if the Index
                                   is rebased the figure for the Index shall be
                                   taken as that which would have been shown had
                                   the base current immediately prior to the
                                   rebasing been retained and Provided further
                                   that if for any reason it becomes impossible
                                   to calculate the said increase by reference
                                   to the Index (including by reason of the
                                   Index ceasing to be published) then the
                                   matter shall be determined by an independent
                                   surveyor of at least 10 years' experience in
                                   the valuation of properties comparable with
                                   the Demised Premises acting as an expert to
                                   be appointed either by agreement between the
                                   parties or in the absence of agreement by the


                                       3
<PAGE>


                                   President for the time being at the Royal
                                   Institution of Chartered Surveyors and such
                                   independent surveyor so appointed shall have
                                   full power to determine the matter including
                                   the right to substitute for the Index an
                                   alternative method that most clearly accords
                                   with the Index

      "TERM"                   a term of years commencing on the Commencement
                               Date and expiring on the 31 December 2012;

      "UNITS"                  each or any area of shopping or office
                               accommodation within the Scheme let or available
                               (or which may become available) or designed or
                               intended for letting as a separate commercial
                               unit the boundaries of any of the Units being
                               determined in the same manner as the boundaries
                               of the demised premises in this Lease.

2.    DEFINITIONS

      In this Lease except as otherwise provided or where the context otherwise
      requires:

2.1   the "Lessor" includes the reversioner for the time being immediately
      expectant on the determination of the term hereby created;

2.2   the "Lessee" includes the successors in title of the Lessee;

2.3   the "Term" means the term hereby created;

2.4   the "Demised Premises" means:

      (a)   the first floor unit of accommodation known as Unit 1.4 forming part
            of the Scheme and each and every part thereof which with the
            abuttals and boundaries thereof is shown edged red on Plan No. 2
            annexed hereto together also with all additions, alterations and
            improvements thereto which may be carried out during the term and
            shall also include all Landlord's fixtures and fittings from time to
            time about the same (but excluding tenant's and trade fixtures and
            fittings);

      (b)   there shall be included in the demised premises:


                                       4
<PAGE>


                              [LEVEL 1 FLOOR PLAN]


<PAGE>


                                  [FLOOR PLAN]


<PAGE>


            (i)   the internal plastering or other internal surface or finish
                  attached or applied to the roof slabs, ceilings, floors,
                  walls, window frames and the frames;

            (ii)  one half (severed vertically) of those non-structural walls or
                  partitions (or parts thereof) which serve to divide the
                  demised premises from other premises which are let or intended
                  to be let;

            (iii) all additions (except tenants and trade, fixtures and
                  fittings) at any time hereafter made to the demised premises;

            (iv)  the internal plastering or surface or finish attached or
                  applied to any structural columns and beams which are situated
                  within (or partly within to the extent of such part) the
                  demised premises;

            (v)   the suspended ceiling and the raised floors and the airspace
                  between the suspended ceiling and the bottom surface of the
                  floor slabs immediately above it and between the raised floors
                  and the top surface of the floor slabs immediately below them
                  and the carpet(s) laid in the demised premises;

            (vi)  all doors and door frames serving the demised premises and the
                  glass in those doors.

            (vii) all windows and window frames entirely within the demised
                  premises;

            (viii) all service conduits exclusively serving the Demised Premises

      (c)   there shall be excluded from the demised premises:

            (i)   the structural ceiling slab above the ceiling and the space
                  above and floor slabs and everything below the floor slabs;

            (ii)  the foundations of the Scheme;

            (iii) any structural columns, beams and joists and all other
                  structural and/or exterior parts of the Scheme including (but
                  without limitation) the roof of the Scheme;

            (iv)  all service conduits and ducts which do not exclusively serve
                  the the Demised Premises;

            (v)   all Lessor's plant and equipment;


                                       5
<PAGE>


            (vi)  all tenant's and trade fixtures and fittings;

2.5   the "Planning Acts" means the Town and Country Planning Acts as from time
      to time in force;

2.6

      (a)   the "Insured Risks" means the following insurable risks included in
            the Policy of Insurance effected by the Lessor in the joint names of
            the Superior Lessor (as hereinafter defined) and the Lessor in
            respect of the Scheme and the Lessor's fixtures therein (except as
            provided for in paragraph 2 of Schedule 3 hereto) namely risks in
            respect of loss or damage by fire lightning, explosion, aircraft
            (other than hostile aircraft) and other aerial devices or articles
            emanating there from earthquake, riot and civil commotion and
            malicious damage, storm or tempest bursting or overflowing of water
            tanks, apparatus or pipes flood, impact by road vehicles, Terrorism
            (so far as it remains an insurable risk and capable of being insured
            at commercially acceptable rates) Architects', Surveyors' and other
            professional fees together with three (3) years (or such longer
            period not exceeding five (5) years as from time to time the Lessor
            may reasonably require having regard to the likely period required
            for reinstatement) loss of Service Charge (as hereinafter defined)
            and of rent in an amount which would take into account potential
            increases in rent in accordance with the rent review provisions
            hereinafter contained occupiers liability in respect of the Service
            Area and such other insurable risks or insurance as may from time to
            time be reasonably required by the Lessor for the benefit of the
            Scheme;

      (b)   "Full Cost of Reinstatement" means the cost which would be likely to
            be incurred in reinstating the Scheme in the event of either partial
            or total destruction in accordance with the original plans,
            elevations and details thereof with such variations (if any) as may
            be agreed by the Superior Lessor and the Lessor or may be necessary
            having regard to the then existing statutory provisions, byelaws and
            regulations affecting the same and any necessary planning approval
            at the time when such reinstatement is likely to take place and
            having regard to any expected increase in building costs during any
            period of insurance and pending or during the period of
            reinstatement together with the fees of the Architects surveyors
            (including the surveyors of the Superior Lessor) engineers, clerk of
            works and consultants calculated on such cost at the current scale
            for the time being of any appropriate professional body and together
            with the cost of shoring, demolition and site clearance and any


                                       6
<PAGE>


            value added tax that may be payable on or in respect of the above
            costs or fees;

2.7   "Fair Proportion" means such proportion as the lessor's surveyor may
      reasonably decide as being reasonably and properly attributable to the
      demised premises as opposed to the other Units provided always that in no
      event shall the Lessee's proportion of the Service Charge be increased or
      altered by reason that at any relevant time any Unit may be vacant or
      occupied by the Lessor or any person or company associated with the Lessor
      or that any tenant or other occupier of a Unit may default in payment of
      its due proportion of the Service Charge or that at any relevant time any
      Unit may be damaged or destroyed;

2.8   "the Scheme" means the Scheme so described in clause 1;

2.9   "Schedule of Condition" means the schedule of condition relating to the
      demised premises annexed hereto;

2.10  "the Service Area" means the common areas in or forming part of the Scheme
      not intended to be demised for exclusive occupation and available for
      common use and includes all services common to the demised premises and to
      the remainder of the Scheme or any part or parts thereof and for the
      avoidance of doubt the Service Area includes the entrance way and foyer
      lift, stairs and internal passageways providing access to and egress from
      the demised premises;

2.11  "the Superior Lease" means the Lease dated the fifth day of March one
      thousand nine hundred and eighty two and made between The Queen's Most
      Excellent Majesty of the first part, The Crown Estate Commissioners of the
      second part, Savant Investments Limited of the third part and Thornfield
      Securities Limited of the fourth part and the Superior Lessor means the
      person in whom the reversion immediately expectant upon the determination
      of the "Superior Lease" is from time to time vested;

2.12  "Terrorism" means any act of any person acting on behalf of or in
      connection with any organisation whose objectives are or include the
      overthrowing of any government de jure and de facto or the furtherance of
      any political or social or religious cause by force or violence or any
      other act of force or violence by any such person or group of persons

2.13  "the Units" means the units so described in clause 1 forming part of the
      Scheme and "Unit" has a corresponding meaning;

2.14  "the Lease" means this Underlease;

2.15  words importing the singular number only include the plural number and
      vice versa and where there are two (2) or more persons included in the
      expression "the Lessor" or "the Lessee" or "the Surety" covenants


                                       7
<PAGE>


      expressed to be made by the Lessor, the Lessee or the Surety as the case
      may require shall be deemed to be made jointly and severally;

2.16  subject to any specific contrary reference in this Lease any reference to
      an Act or Acts of Parliament includes any statutory amendment or
      re-enactment thereof and any Statutory Instrument Order or Direction made
      or issued pursuant thereto;

3.    DEMISE

      In consideration of the rents and the Lessee's covenants herein reserved
      and contained the Lessor HEREBY DEMISES unto the Lessee for the Lessee and
      those the Lessee authorises (subject to the provisions of this Lease) ALL
      THAT the demised premises TOGETHER with the rights specified in Schedule 1
      hereto but EXCEPT AND RESERVING unto the Lessor and the Superior Lessor
      and all others respectively properly authorised by them the rights
      specified in Schedule 2 hereto TO HOLD the same unto the Lessee as from
      and including the Commencement Date specified in clause 1 hereof for the
      term specified in clause 1 hereof YIELDING AND PAYING therefor during the
      term FIRST (with effect from the Rent Commencement Date) the Rent
      specified in clause 1 hereof subject to the provisions of clause 6.2
      hereof the said Rent to be paid without any deduction (other than a
      deduction authorised by Act of Parliament) by equal quarterly payments in
      advance on the Quarter Days specified in clause 1 hereof in every year the
      first of such payments being a proportionate payment from the Rent
      Commencement Date specified in the Particulars to the day preceding the
      next quarter day to be paid on the Rent Commencement Date SECONDLY the
      moneys referred to in paragraph 32 of Schedule 3 hereto THIRDLY within
      twenty one (21) days of a written demand without any deduction (other than
      as aforesaid) the Interim Charge and the Service Charge as defined in Part
      I of Schedule 6 hereto at the times and in the manner therein provided.
      But Provided that the payments required to be made by the Tenant by way of
      Interim Charge and Service Charge in respect of each Accounting Period up
      to 31 December 2007 shall in no circumstances exceed the relevant Service
      Charge Cap (or a pro rated proportion thereof as appropriate)

4.    LEESEE'S COVENANTS

      The Lessee hereby covenants with the Lessor to observe and perform
      throughout the term the covenants set out in the Schedule 3 hereto.

5.    LESSOR'S COVENANTS

      The Lessor hereby covenants with the Lessee to observe and perform
      throughout the term the covenants set out in the Schedule 4 hereto.


                                       8
<PAGE>


6.    PROVISO

      PROVIDED always and it is hereby further agreed as follows:

6.1   FORFEITURE

      If and whenever the rent hereby reserved or any part thereof shall be
      unpaid for twenty one (21) days after the same shall become due whether in
      the case of the rent FIRST hereby reserved the same shall have been
      formally demanded or not or if any other payment due hereunder shall be
      unpaid within twenty one (21) days after the same shall become due or if
      and whenever there shall be a non-observance, non-performance or breach of
      the covenants on the part of the Lessee herein contained or of any of the
      restrictions, stipulations, regulations and conditions on the part of the
      Lessee to be observed and performed or if the Lessee being a company shall
      enter into Liquidation whether compulsory or voluntary (not being merely a
      voluntary liquidation for the purposes of amalgamation or reconstruction)
      or suffer a Receiver to be appointed or if the Lessee not being a
      corporation shall have a receiving order made against or in relation to
      him or become bankrupt or make any arrangement with his creditors then and
      in any of the said events it shall be lawful for the Lessor at any time
      thereafter to enter upon the demised premises or any part thereof in the
      name of the whole and to have again repossess and enjoy the same in their
      former state and thereupon the term shall absolutely determine but without
      prejudice to any right of action of the Lessor or the Lessee in respect of
      any antecedent breach of the other's covenants or other stipulations
      herein contained.

6.2   RENT REVIEW

      The rent payable hereunder shall be reviewed in accordance with the
      provisions of Schedule 5 hereto.

6.3   RESTRICTION ON LETTING UNITS

      Save as expressly herein provided nothing herein contained shall impose or
      be deemed to impose any restriction on the use of any other part or parts
      of the Scheme not comprised in this Lease or give the Lessee the benefit
      of or the right to enforce or have enforced or to permit the release or
      modification of any covenant, agreement or condition entered into by any
      purchaser from or by any lessee or occupier of the Lessor in respect of
      any part or parts of the Scheme not comprised in this Lease.

6.4   RESTRICTION ON LIABILITY

      (a)   The Lessor shall not be responsible to the Lessee for the loss or
            inconvenience arising from any defects in the Scheme or from the
            defective working, stoppages or breakage of any pipes,


                                       9
<PAGE>


            wires or machinery in or apparatus of the Scheme or any part thereof
            subject to the Lessor taking all reasonable steps to prevent and
            minimise such loss or inconvenience.

      (b)   Notwithstanding any provision of the Lease to the contrary the
            Lessee shall not be required to keep or deliver up the Demised
            Premises in any better state of repair and condition than they are
            at the Commencement Date as evidenced by the Schedule of Condition

6.5   SERVICE OF NOTICES

      Section 196 of the Law of Property Act 1925 shall apply to any notices to
      be served hereunder as if such notice were authorised by that Act other
      than any notice to be served pursuant to Sections 8, 10 or 17 of the
      Landlord and Tenant (Covenants) Act 1995 which shall be served in
      accordance with that Act and consequently Section 23 of the Landlord and
      Tenant Act 1927 shall apply to such notices.

6.6   ARBITRATION

      Any arbitration under this Lease shall be conducted by some competent
      person to be agreed in writing by the Lessor and the Lessee and in the
      event of failure so to agree within twenty one (21) days of any dispute or
      difference having arisen by a person to be nominated by or on behalf of
      the President for the time being of the Royal Institute of Chartered
      Surveyors on the application of either the Lessor or the Lessee and this
      shall be deemed to be a submission to arbitration within the meaning of
      the Arbitration Acts 1950 to 1979. Unless otherwise awarded by the
      Arbitrator each party shall pay its own costs in connection with each
      arbitration and the costs of the Arbitrator shall be borne equally by the
      parties.

6.7   WAIVER

      No demand for or acceptance of rent by the Lessor or its agent after a
      breach of any of the covenants on the part of the Lessee contained in this
      Lease shall constitute a waiver whether in whole or in part of any such
      breach unless the Lessee shall show that the Lessor itself had knowledge
      of such breach prior to any such demand or acceptance as aforesaid and
      nothing contained in this sub-clause shall have any application to any
      continuing breach.

6.8   COPY OF SUPERIOR LEASE

      For the better performance and observance of the Lessee's covenants herein
      contained the Lessee shall be entitled to a copy of the Superior Lease.


                                       10
<PAGE>


6.9   MARGINAL NOTES

      The headings to the clauses of this Lease and any Schedule hereto are
      inserted for convenience of reference only and shall not be deemed to form
      part of this Lease nor shall they affect the construction hereof.

6.10  PERPETUITY PERIOD

      Where in this Lease a perpetuity period is referred to or required the
      same shall be the period of eighty (80) years from the date thereof.

6.11  LESSEE'S OPTION TO DETERMINE

      (a)   The Lessee may determine this Lease by giving not less than six
            months' prior notice in writing expiring on 25 December 2007 ("Break
            Notice") and in such event if the Tenant shall as at the said expiry
            date be up to date in relation to payment of the first reserved rent
            hereby reserved and also at such expiry date have paid all other
            sums due under this Lease which are properly due and have been
            properly demanded the term shall immediately cease and determine but
            without prejudice to the respective rights of either party in
            respect of any antecedent claim or breach of covenant.

      (b)   If the Lessee does not give the Break Notice then no Rent shall be
            payable by the Lessee during the period of three months commencing
            on the expiry of the third year of the Term.

7.    LEASE REFERENCE

      Reference in this Lease to any consent or approval required from the
      Lessor shall be construed as also including the consent or approval from
      the Superior Lessor where the Superior Lessor's consent would be required
      under the terms of the Superior Lease except that nothing herein shall be
      construed as imposing on the Superior Lessor any obligation (or indicating
      that such an obligation is imposed on the Superior Lessor) not
      unreasonably to refuse any such consent or approval.

8.    NO AGREEMENT FOR LEASE

      It is hereby certified that there is no Agreement for Underlease to which
      this Underlease gives effect.


                                       11
<PAGE>


9.    SECURITY OF TENURE

9.1   A notice in the form set out in Schedule 1 to the 2003 Order which applies
      to this Lease having been served by the Lessor on the Lessee on 7th
      February 2005; and

9.2   a statutory declaration having been made by the Lessee or a person duly
      authorised by him to do so on 10th February 2005 in the form set out in
      Paragraph 8 of Schedule 2 to the 2003 Order

      the Lessor and the Lessee agree to exclude the provisions of Sections 24
      to 28 (inclusive) of the 1954 Act in relation to the tenancy created by
      this Lease.

IN WITNESS whereof the parties hereto have caused their respective common seals
or their hands and seals (as the case may require) to the hereunto affixed the
day and year first above written.


                                       12
<PAGE>


                                   SCHEDULE 1

                         (Rights included in this Lease)


1.    RIGHTS OF WAY

      The right for the Lessee and its servants, agents, invitees and licensees
      for all proper purposes in connection with the use and enjoyment of the
      demised premises in common with the Lessor and the lessees of all the
      other Units and all others having the like right to pass and re-pass on
      foot over the Service Area for the purpose of access to and egress from
      and the carriage of goods to and from the demised premises.

2.    SERVICES

      The right of free passage and running and supply of electricity,
      telephone, water, gas (where a supply is provided to the demised premises)
      soil, air conditioning and other services from and to the demised premises
      through the pipes, wires, ducts, cables, conduits, drains, systems and
      mains as may before the expiration of the perpetuity period be in under or
      above the Scheme.

3.    SUPPORT AND SHELTER

      The right for the demised premises to be supported and/or protected and
      sheltered by other parts of the Scheme and the soil thereof.

4.    RIGHTS OUT OF OTHER LEASES

      All easements and similar rights excepted and reserved out of leases of
      other Units in the Scheme for the benefit of inter alia the demised
      premises.

5.    TOILET

      The right to use in common with the Lessor and other persons authorised by
      the Lessor the toilets situate on the first floor of the Scheme
      immediately adjacent to the Demised Premises.

6.    SIGNS

      The right to affix and display the Tenant's (or other permitted
      occupiers') trade name on the occupier's display board in the entrance
      foyer of the Scheme and also to display such name in the Service Area of
      the first floor of the Scheme in a location and of a type and size
      approved by the Landlord such approval not to be unreasonably withheld or
      delayed.


                                       13
<PAGE>


7.    ACCESS TO THE OTHER PARTS OF THE SCHEME

      Subject to the prior written consent of the Landlord (not to be
      unreasonably withheld or delayed) and if reasonably required to comply
      with the Lessee's covenants in this Lease rights of access to other parts
      of the Scheme with and without workmen and machinery which is reasonably
      necessary to comply with such covenants.


                                       14
<PAGE>


                                   SCHEDULE 2

                (Exceptions and Reservations out of this Lease)


1.    REPAIRS

      The right for the Lessor and the Superior Lessor, their servants, agents
      and licensees on 48 hours' prior written notice at all reasonable times
      after prior consultation with the Lessee or in the case of emergency
      without such notice to enter upon the demised premises with all necessary
      tools, appliances and materials for the purposes of carrying out repairs,
      cleansing, maintenance, rebuilding and renewal for which the Lessor is
      responsible under the terms of this Lease and for the repair, maintenance
      and renewal of all wires, pipes, cables, conduits and systems laid through
      under or upon or attached to the demised premises at the date hereof the
      Lessor and the Superior Lessor causing to the demised premises and the
      Lessee's fixtures, furnishings, fittings and equipment as little damage
      and to the Lessee as little inconvenience as possible and making good
      forthwith all damage or injury thereby occasioned to the demised premises
      and the Lessee's fixtures, furnishings, fittings and equipment to the
      reasonable satisfaction of the Lessee but without being liable to pay
      compensation therefore except in the event of negligence or willful
      default on the part of the person exercising such right.

2.    REBUILDING

      The right for the Lessor after prior consultation with the Lessee to
      rebuild or alter or to consent to any person rebuilding or altering any
      part of the Scheme (other than the demised premises) or rebuilding or
      altering any of the adjoining or neighbouring buildings PROVIDED THAT in
      any such matters there shall not be any material interference with the
      proper use and enjoyment of the demised premises by the Lessee and the
      rights hereby granted PROVIDED ALWAYS that the Lessor shall cause (or
      ensure that there is caused) as little damage to the demised premises and
      as little inconvenience to the Lessee as possible and shall forthwith make
      good any damage caused to the demised premises and the Lessee's fittings
      and equipment as a result of any matters set out in this paragraph 2 to
      the reasonable satisfaction of the Lessee.

3.    RENEWAL OF SERVICES

      The right for any appropriate competent Authority at all reasonable times
      and upon reasonable notice (except in the case of emergency) to maintain,
      repair or renew any existing or to install any new services either within
      or over the demised premises and for that purpose subject to it causing as
      little damage and inconvenience as possible to have


                                       15
<PAGE>


      access to and into the demised premises with all necessary tools,
      appliances and materials.

4.    SUPPORT

      The right for the other parts of the Scheme to support and/or protection
      and shelter from the demised premises.

5.    SERVICES

      The right of the Lessor and other the lessees or occupiers of the other
      Units within the Scheme of passage and running of electricity, telephone,
      water, gas and soil and other services from and to any other parts of the
      Scheme through the pipes, wires, ducts, cables, conduits, drains, systems
      and mains which now are or may before the expiration of the perpetuity
      period be in, on or under the demised premises.

6.    MAINTENANCE OF SCHEME

      The right of the Lessor and the Superior Lessor, their respective
      servants, agents or licensees at all reasonable times upon reasonable
      written notice or in the case of emergency without such notice to enter
      upon the demised premises for the purposes of cleaning or executing,
      repairs and alterations (where beyond economic repair) to any other part
      of the Scheme and for the repair, maintenance and renewal of all pipes,
      wires, ducts, cables, conduits, drains, systems and mains now or as may
      from time to time be laid through under or upon or attached to the demised
      premises and used solely in connection with the supply of services to such
      other Units the person so entering the demised premises dong so only where
      the works cannot reasonably be carried out without such entry and causing
      as little damage or inconvenience as possible and the Lessor making good
      all damage or injury thereby occasioned and complying with all reasonable
      directions of the Lessee.

7.    SUPERIOR LEASE

      All other of the exceptions and reservations contained in the Superior
      Lease.


                                       16
<PAGE>


                                   SCHEDULE 3

                            (Covenants by the Lessee)

1.    TO PAY RENT

      To pay the rent hereby reserved (including any increased rent following a
      review under the provisions contained in Schedule 5 hereto) at the times
      and in the manner herein mentioned.

2.    TO PAY EXCESS INSURANCE

      To pay to the Lessor on demand any excess payments made by the Lessor
      following any claim on the Lessor's and the Superior Lessor's insurance
      policy or policies against the Insured Risks arising out of any act or
      omission of the Lessee, his servants, agents, invitees or licensees in
      relation to the demised premises or any other part of the Scheme.

3.    TO YIELD UP

      At the expiration or sooner determination of the term peaceably and
      quietly to deliver up to the Lessor the demised premises in such repair
      and condition as shall be in accordance with the covenants in that behalf
      herein contained (damage by any Insured Risks excepted save to the extent
      that the insurance moneys are irrecoverable through the act, neglect or
      default of the Lessee, its servants, agents, invitees or licensees and
      damage by Terrorism also excepted where not an Insured Risk) and to remove
      every molding, sign, writing or painting of the name or business of the
      Lessee or other occupiers from the demised premises and to make good all
      damage caused to the demised premises by the removal of the Lessee's
      fixtures, fittings, furniture and effects Provided that nothing in this
      Schedule shall require the Lessee to keep nor yield up the Demised
      Premises in any better state of repair and condition than they are at the
      Commencement Date as evidenced by the Schedule of Condition.

4.    TO REPAIR ON NOTICE

      Within two (2) months or sooner if requisite after the Lessor or the
      Superior Lessor shall have given written notice requiring the Lessee so to
      do to commence and diligently to proceed to make good such defects and
      wants of reparation or decoration as shall be specified in such notice and
      for which the Lessee is liable hereunder PROVIDED that if the Lessee
      defaults in complying with any such notice the Lessor or the Superior
      Lessor may (but without prejudice to the right of reentry hereinbefore
      contained) enter the demised premises and execute such work causing as
      little damage and inconvenience as possible.


                                       17
<PAGE>


5.    TO REPAY COST OF REPAIR

      To repay to the Lessor or the Superior Lessor on written demand the
      reasonable and proper cost of any such work carried out by the Lessor or
      the Superior Lessor pursuant to the proviso to the last foregoing covenant
      together with all reasonable and proper solicitor's and surveyor's charges
      and other expenses which may reasonably be incurred by the Lessor or the
      Superior Lessor in connection therewith.

6.    TO PERMIT LESSOR TO ENTER TO TAKE INVENTORIES

      To permit the Lessor and the Superior Lessor and all persons respectively
      properly authorized by them to enter the demised premises accompanied by a
      representative of the Lessee (if the Lessee shall so require) at all
      reasonable times (on 48 hours' prior written notice except in the event of
      emergency) when such notice as can be given will be given:

6.1   to take inventories of the Lessor's fixtures and fittings and of any
      dilapidations therein;

6.2   to review the condition of the demised premises; or

6.3   to exercise the rights referred to in Schedule 2 hereto;

      PROVIDED THAT the person exercising such right shall (i) cause as little
      inconvenience and damage as possible and in the case of paragraphs 6.1 and
      6.2 of this Schedule the Lessor shall forthwith make good any damage done
      (ii) comply with all reasonable requirements of the Lessee and (iii) cause
      as little inconvenience to the business carried on thereat as practicable
      and provided further that (save in an emergency) where the purpose of
      entry is to carry out works not less than seven day's notice will be
      given.

7.    TO CLEAN WINDOWS, ETC.

      To keep the interiors of all windows and all glass (if any) in the
      entrance door thereto of the demised premises reasonably clean.

8.    NOTICES, SIGNS, ETC.

      Not without the written consent of the Lessor (such consent not to be
      unreasonably withheld or delayed) to exhibit or permit to be exhibited on
      or from the demised premises any sign, signboard, fascia, advertisement,
      placard or sky sign.

9.    AUCTION, SALES

      Not to have or permit or suffer to be held any sale by auction in or upon
      the demised premises or any part thereof without the previous written
      consent of the Lessor.


                                       18
<PAGE>


10.   FLOOR LOADING ETC.

      Not to overload the floors of the demised premises beyond the margin of
      safety prescribed by the Lessor's surveyor or if no margin is prescribed
      beyond a proper margin of safety.

11.   NOT TO BLOCK UP LAVATORIES ETC.

      Not to use or permit the use of lavatories, water closets or drains in the
      demised premises or in the Scheme for disposal of refuse or for any
      purpose which may cause a stoppage or injury thereto and in the event of
      any such stoppage or injury forthwith to make good all such damage to the
      entire reasonable satisfaction of the Lessor's surveyors.

12.   NOT TO CAUSE NUISANCE ETC.

      Not to do or permit to be done upon the demised premises or any part
      thereof or in any other part of the Scheme anything which may be or tend
      to be a nuisance or the cause of unreasonable annoyance or damage or
      unreasonable disturbance to the Lessor, the Superior Lessor or any of the
      occupants of the adjoining or neighbouring Units or property or to the
      general public provided that the carrying on of the Lessee's ordinary
      business in a proper and efficient manner shall not constitute a breach of
      this provision.

13.   MUSICAL INSTRUMENTS ETC.

      Not to play any sound producing or reproducing instruments or equipment
      unduly loudly.

14.   DANGEROUS THINGS ETC.

      Without prejudice to the next following clauses not without the Lessor's
      consent to store or place or suffer to be stored or placed in or about the
      demised premises or any part thereof or any other part of the Scheme any
      articles of a radioactive, explosive, specially combustible, specially
      inflammable or dangerous nature.

15.   NOT TO VITIATE LESSOR'S INSURANCE ETC.

15.1  Not knowingly to do or permit to be done anything whereby the policy or
      policies of insurance relating to the demised premises or any other part
      of the Scheme against damage by the Insured Risks may become void or
      voidable or in consequence of which the Lessor would or might be prevented
      from insuring the demised premises or any other part of the Scheme at the
      ordinary rate of premium and not without the written consent of the Lessor
      to do or allow to be done anything whereby the rate of premium thereon may
      be increased or the renewal thereof may be refused and to repay to the
      Lessor all sums paid by it by way of increase in premiums and all expenses
      properly and reasonably


                                       19
<PAGE>


      incurred by it in or about any renewal of such policy or policies rendered
      necessary by any breach or non-observance of the terms of this paragraph
      15.1.

15.2  In the event of the demised premises of the Scheme or any part thereof
      being damaged or destroyed by any one or more of the Insured Risks at any
      time during the term and the insurance money under any policy of insurance
      effected thereon by the Lessor being wholly or partially irrecoverable by
      reason solely or in part of any act or default of the Lessee (but in the
      event of the risk of damage increasing the Lessor immediately having
      become aware of the same shall give notice to the insurers and pay any
      premiums if required) the Lessee will forthwith on written demand (in
      addition to the said rents) pay to the Lessor the amount so withheld or a
      reasonable proportion thereof reasonably attributable to the Lessee's act
      or default such proportion in default of agreement to be determined by
      arbitration together with from the date of payment by the Lessor of the
      cost of repairs to the date of repayment by the Lessee interest thereon at
      the rate of three per cent (3%) per annum above the base rate for lending
      of Barclays Bank Pic from time to time in force or (if no such rate
      exists) such other rate as nearly equivalent thereto as possible as may in
      default of agreement be determined by arbitration and compounded on the
      quarter days.

16.   USE OF SERVICES

      To comply at all times with the lawful regulations of every company or
      authority which shall for the time being supply gas water or electricity
      to the demised premises and to keep all water pipes forming part of the
      demised premises reasonably protected against frost and not to waste or
      permit to be wasted any water or allow anything of a harmful nature to
      pass into the drains of the demised premises or any other part of the
      Scheme nor wilfully or negligently allow any water to overflow to the
      floor from any sink lavatory basin or water closet and in case any damage
      shall be caused to the demised premises or the Service Area or any part
      thereof or to any other part of the Scheme through the breach of the
      provisions of this paragraph 16 by the Lessee its servants licensees or
      invitees the Lessee shall forthwith make good the same at its own expense
      in all respects (except as covered by the Insured Risks).

17.   TO COMPLY WITH INSURANCE REGULATIONS AND REQUIREMENTS

      To comply with all lawful regulations or requirements applicable to the
      demised premises (other than any requiring structural works or any others
      falling within the ambit of the Lessor's covenants herein contained or
      outside the areas comprised in the demised premises) which may be notified
      to the Lessee in writing and made by the Fire Authority to ensure
      certification or by the Lessor's insurers to secure insurance of the
      demised premises or the Service Area or any other part of the Scheme
      against the Insured Risks.


                                       20
<PAGE>


18.   PLANNING ACTS

      Not to do or permit to be done or omitted any act matter or thing in on or
      respecting the demised premises required to be done or omitted (as the
      case may be) by the Planning Acts or which shall contravene the provisions
      of the said Acts and at all times hereafter to indemnify the Lessor and
      the Superior Lessor and keep them indemnified against all actions,
      proceedings, reasonable costs, expenses, claims and demands in respect of
      any such matter or thing contravening the said provisions or any of them
      insofar as the same are applicable to the Demised Premises.

19.   PLANNING ACTS

      Not without the previous written consent of the Lessor and (where required
      by the terms of the Superior Lease) the Superior Lessor (which the Lessor
      and the Superior Lessor may if they think fit and for any reason withhold)
      to make any application for planning permission under the Planning Acts or
      take any other steps which may entitle an appropriate authority
      compulsorily to acquire the demised premises or which could lead to
      adverse financial or taxation consequences upon the Lessor or the Superior
      Lessor.

20.   ALTERATIONS

20.1  Not without the consent of the Lessor and (where required by the terms of
      the Superior Lease) the Superior Lessor to cut, remove, divide, alter,
      maim or injure any structure or supporting walls or frames or structural
      floors or roofs of the demised premises or make any openings in the walls
      or ceilings thereof or merge the demised premises with any adjoining
      premises.

20.2  Not to overload the electrical installations within the demised premises
      or the Scheme.

20.3  Not to do or permit to be done anything in the demised premises which may
      adversely affect or interfere with the water system or any fire sprinkler
      system (if any) or any alarm system installed by the Lessor in the Scheme.

21.   ALTERATIONS

      Without prejudice to the generality of the foregoing covenant not to make
      any alterations or additions to the demised premises or any part thereof
      (other than any partitioning or non-structural internal alterations for
      which no consent shall be required but in respect of which the Lessee will
      supply a layout plan to the Lessor) whether of a temporary or movable
      nature except with the previous written consent of the Lessor and (where
      required by the terms of the Superior Lease) the Superior Lessor and in
      accordance with drawings and specifications


                                       21
<PAGE>


      previously submitted to and approved in writing by the Lessor's and (where
      required by the terms of the Superior Lease) the Superior Lessor's
      surveyors (which consent and approval of the Lessor shall not be
      unreasonably withheld or delayed) and such consent if granted to be
      without prejudice nevertheless to the provisions of proviso (a) hereto
      provided always that:

      (a)   the Lessor may as a condition of giving such consent require the
            Lessee to enter into such covenants with the Lessor as the Lessor
            may reasonably require in regard to the execution of any works and
            the reinstatement of the demised premises at the end or sooner
            determination of the term (howsoever the same may be determined or
            otherwise) provided further that in the event that the Lessee fails
            to observe the provisions of this clause 21 it shall be lawful for
            the Lessor with or without agents and materials to enter upon the
            demised premises and remove any alterations or additions and execute
            such works as are necessary to restore the demised premises to their
            former state and the reasonable expense thereof (including surveyors
            and other professional fees) shall be paid by the Lessee to the
            Lessor on demand;

      (b)   the Lessee shall as soon as reasonably practicable notify the Lessor
            of the reinstatement value of any works alterations or additions
            carried out by the Lessee with the written consent of the Lessor and
            (where required by the terms of the Superior Lease) the Superior
            Lessor under this paragraph 21 or paragraph 20 of this Schedule so
            as to enable the Lessor where appropriate to notify its insurers
            thereof.

22.   MATERIAL CHANGES

      If the Lessor and (where required by the terms of the Superior Lease) the
      Superior Lessor shall grant any consent under the provisions of paragraphs
      20 and 21 of this Schedule to apply to the appropriate Planning Authority
      for any necessary permission in relation to the matters in respect of
      which the Lessor and the Superior Lessor shall have given such consent and
      not to implement any planning permission until the same has been submitted
      to and approved in writing by the Lessor (such consent not to be
      unreasonably withheld or delayed) and (where required by the terms of the
      Superior Lease) the Superior Lessor and at all times to indemnify and keep
      the Lessor and Superior Lessor against all proceedings, costs, expenses,
      claims, charges and demands whatsoever in respect of or arising out of any
      such application and unless the Lessor and (where required by the terms of
      the Superior Lease) the Superior Lessor shall otherwise direct to carry
      out before the determination of the term (howsoever the same may be
      determined) any work stipulated to be carried out to the demised premises
      by a date subsequent to such expiration or sooner determination as a
      condition of


                                       22
<PAGE>


      any planning permission which may have been granted to and implemented by
      the Lessee.

23.   TO GIVE PARTICULARS OF NOTICES ETC. UNDER PLANNING ACTS

      As soon as reasonably practicable and in any event within ten (10) days
      after the service thereof upon the Lessee to give full particulars to the
      Lessor of any notice, order or proposal therefore relating to the demised
      premises given made or issued under or by virtue of the Planning Acts
      which relate to the Demised Premises and without unreasonable delay and at
      the Lessee's expense to comply with or appeal against the same in so far
      as the demised premises are affected and except to the extent that it is
      due to an act, neglect or omission of the Lessor or lessee of another Unit
      provided that if the Lessor reasonably so requires in writing the Lessee
      will at the cost of the Lessor unless such notice order or proposal is due
      to the act or default of the Lessee join with the Lessor in objecting to
      or contesting the same.

24.   OFFICIAL NOTICES

      As soon as reasonably practicable and in any event within ten (10) days
      after the service thereof on the Lessee or of the same coming to the
      actual notice of the Lessee to give full particulars to the Lessor of any
      notice order or proposal relating to the demised premises given made or
      served or proposed to be given made or served by any Local or other
      competent authority and without delay and at the Lessee's expense to
      comply with or appeal against the same in so far as the demised premises
      are affected and except to the extent that it is due to an act default or
      omission by the Lessor or lessee of another Unit provided that if the
      Lessor reasonably so requires in writing the Lessee will at the cost of
      the Lessor unless such notice order or proposal is due to the act or
      default of the Lessee join with the Lessor in objecting to or contesting
      the same.

25.   WORKS ETC. REQUIRE BY STATUTE

      To do or execute or cause to be done or executed all such works as under
      or by virtue of any enactment or statutory instrument or any notice
      thereunder or direction given or made pursuant thereto for the time being
      in force are or shall be directed or necessary to be done or executed upon
      or in respect of the demised premises or any part thereof whether by the
      owner or occupier in consequent of the user of the demised premises for
      the purpose authorised by this Lease or otherwise save those works and
      things for which the Lessor is liable hereunder and at all times to keep
      the Lessor and the Superior Lessor indemnified against all proceedings
      costs, expenses, claims, charges, demands and liability in respect thereof
      provide always that notwithstanding any other provision contained in this
      Lease to the contrary any works


                                       23
<PAGE>


      required to be carried out pursuant to this clause 25 may be carried out
      without the Lessor's consent or approval.

26.   USER

      Not to use the demised premises except as offices.

27.   RESTRICTIONS

      Not to use the demised premises or any part thereof at any time during the
      term for or in connection with any illegal or immoral purpose nor for the
      manufacture distribution sale or supply of intoxicating liquor nor for any
      purpose in connection with the organisation or practice of gambling in any
      of its forms nor as a public dance hall nor to do or permit or suffer to
      be done in or upon the demised premises or any part thereof or any part of
      the service area or of the Scheme anything which may tend to harm or
      injure the status of the demised premises or any part of the Scheme or the
      occupancy of any adjoining property.

28.   ALIENATION

28.1  Not to assign underlet agree to underlet share or part with possession or
      occupation of part only of the demised premises.

28.2  Not to assign or transfer the whole of the demised premises without the
      previous consent in writing of the Lessor (such consent not to be
      unreasonably withheld and which shall if the Lessor requires take the form
      of a formal licence executed as a deed) provided that the Lessor shall be
      entitled:

      (a)   to withhold its consent in any of the circumstance set out in
            paragraph 28.3 of this Schedule;

      (b)   to impose all or any of the matters set out in paragraph 28.4 of
            this Schedule.

28.3  This circumstance referred to in paragraph 28.2(a) of this Schedule are as
      follows:

      (a)   where the assignee is an associated company of the Lessee unless
            that associated company is of no lesser financial strength than the
            Lessee at the date of the application for consent to assign;

      (b)   where the proposed assignee enjoys diplomatic or state immunity; and

      (c)   where the assets of the proposed assignee upon which any reasonable
            assessment of financial strength is based are not in the United
            Kingdom or some other jurisdiction with which


                                       24
<PAGE>


            there is subsisting with the United Kingdom a system of reciprocal
            enforcement of judgements.

28.4  For the purposes of Sub-Section 19(1)(A) Landlord and Tenant Act 1927 (as
      amended) and in addition to any other condition or requirement which the
      Lessor may reasonably impose the Lessor may grant its consent to an
      assignment or transfer of the demised premises subject to the following
      conditions:

      (a)   the Lessee and/or any former tenant (as defined by Section 16(6) of
            the Landlord and Tenant (Covenants) Act 1995) enters into and
            delivers to the Lessor prior to or contemporaneously with the
            assignment in question an authorised guarantee agreements (as
            defined by Section 16 of the Landlord and Tenant (Covenants) Act
            1995) prepared by the Lessor's solicitors (but at the cost of the
            Lessee in accordance with paragraph 31 of this Schedule) with the
            Lessor should the Lessor so require under which the Lessee:

            (i)   guarantees the performance by the intended assignee (but not
                  any further or subsequent assignees) of all the covenants on
                  the part of the Lessee contained in this Lease;

            (ii)  is liable to the Lessor as principal debtor and is not
                  released even if the Lessor gives the intended assignee extra
                  time to comply with any obligations;

            (iii) agrees that in the event that this Lease is disclaimed by a
                  liquidator or trustee in bankruptcy of the assignee or other
                  person with power to disclaim and on being so required by the
                  Lessor the Lessee will accept the grant of a new tenancy of
                  the demised premises:

                  (A)   on the same terms and conditions as this Lease at the
                        date of the disclaimer; and

                  (B)   for a term expiring on the term date of this Lease;

      (b)   the Lessee procures that any intended assignee shall in a deed
            prepared by the Lessor's solicitors but at the cost of the Lessee in
            accordance with paragraph 31 of this Schedule covenant direct with
            both the Lessor that the said assignee will pay the rent reserved by
            and will observe and perform the covenants and conditions contained
            in this Lease;

      (c)   the Lessee if requested procures that such persons as the Lessor may
            reasonably require where it is reasonable in the circumstances so to
            do shall act as guarantors for the intended


                                       25
<PAGE>


            assignee and shall (inter alia) jointly and severally (where
            relevant) covenant in a deed prepared by the Lessor's solicitors but
            at the cost of the Lessee in accordance with paragraph 31 of this
            Schedule with the Lessor that the said assignee will pay the rent
            reserved by and will observe and perform the covenants on the part
            of the Lessee and the conditions contained in this Lease and such
            covenant shall also provide that:

            (i)   any neglect or forbearance of the Lessor in endeavouring to
                  obtain payment of the rent or delay to take any steps to
                  enforce performance by the assignee of the said covenants and
                  conditions or any other act omission matter or thing whatever
                  including any variation in this Lease whereby (but for this
                  provision) the guarantors would be exonerated either wholly or
                  in part from the guarantee other than a release under seal
                  given by the Lessor shall not release or in any way lessen or
                  affect the liability of the guarantor;

            (ii)  should the said assignee being a company go into liquidation
                  and the liquidator disclaim this Lease or if the said company
                  should be wound up or cease to exist then the guarantors will,
                  should the Lessor so require, accept a new lease of the
                  demised premises such new lease to commence as from the date
                  of such disclaimer or (as the case may be) such winding-up or
                  ceasing to exist and to be for the residue then unexpired of
                  the Term and to be at the rent payable (such rent to commence
                  as from the date of such disclaimer or winding-up or cesser of
                  existence and to be subject to the same provisos and
                  conditions as those in force immediately before such
                  disclaimer) and to be granted at the cost in all respects of
                  the guarantors in exchange for a counterpart duly executed by
                  the guarantors.

Subject as aforesaid for the purposes of Sub-Section 19(1)(A) Landlord and
Tenant Act 1927 (as amended) and in addition to any other condition or
requirement which the Lessor may reasonably impose the Lessor may lawfully
withhold its consent to a proposed assignment for as long as there are
outstanding unpaid rents under this Lease;


                                       26
<PAGE>


28.5  Not to underlet or unconditionally agree to underlet the demised premises
      or permit any person to occupy the demised premises at a fine or premium
      nor at a rent which is less than the open market rental value of the
      demised premises nor to permit the reduction of rent paid or payable by
      any under lessee.

28.6  Not to underlet agree to underlet nor share nor part with the possession
      or occupation of the whole of the demised premises without procuring:

      (a)   that any intended underlease shall only be of the whole of the
            demised premises;

      (b)   that any intended under lessee shall covenant with the Lessor as
            from the date of the underlease to observe and perform the covenants
            and conditions herein contained (excluding the covenant to pay the
            rents hereinbefore reserved) and not to underlet or agree to
            underlet or share or part with possession or occupation of the whole
            or any part of the underlet premises save on terms consistent with
            the provisions of the Lease and the intended under lessee (if a
            company) may share occupation of the whole or part of the underlet
            premises with a company that is a member of the same group of
            companies as the under lessee (within the meaning of Section 42 of
            the Landlord and Tenant Act 1954) provided that no tenancy is
            created and provided further that within 21 days of such sharing the
            Lessor receives notice of the company sharing occupation and the
            address of its registered office;

      (c)   that in any underlease the rent shall be payable no more than two
            quarters in advance;

      (d)   that Sections 24-28 (inclusive) of the 1954 Act are lawfully
            excluded from the underlease.

28.7  Subject as aforesaid and provided that the Lessor shall have approved the
      principal terms of any underlease and the form of underlease finally
      agreed with the proposed underlessee (such approval not to be unreasonably
      withheld or delayed) the Lessee shall be permitted to underlet the demised
      premises as a whole with the prior written consent of the Lessor which
      shall not be unreasonably withheld or delayed provided that the Lessor may
      lawfully withhold its consent to a proposed underletting for as long as
      there are outstanding unpaid rents under this Lease.


                                       27
<PAGE>


28.8  The Lessor may waive in whole or part any of the circumstances or
      conditions set out in this paragraph 28 of this Schedule.

28.9

      (a)   Notwithstanding the above 11(a) the Lessee may with the consent of
            the Lessor (such consent not to be unreasonably withheld or delayed)
            share occupation of the whole or part of the demised premises with
            any partners or associated companies provided that no relationship
            of landlord and tenant is thereby created and such sharing ceases
            upon such association or partnership termination.

      (b)   The Lessee (if a company) may without the consent of the Lessor
            share occupation with a company that is a member of the same group
            of companies as the Lessee (within the meaning of Section 42 of the
            1954 Act)

29.   REGISTRATION OF DISPOSITIONS

      Within twenty eight (28) days of every assignment underlease or any other
      devolution or Statutory Assignment of the interest of the Lessee to give
      notice thereof in writing to the Solicitors for the time being of the
      Lessor and to produce and leave for registration with them a certified
      copy of such assignment or in the case of devolution the probate of the
      will or the Letters of administration or other the deed or document under
      which such devolution or Statutory Assignment arises and pay a reasonable
      registration fee (being not less than five (5) pounds per document) in
      respect of each such registration.

30.   TO PAY LESSOR'S COSTS

      To pay to the Lessor and the Superior Lessor all reasonable and proper
      costs charges and expenses including but without prejudice to the
      generality of the foregoing all reasonable and proper Solicitors' costs
      counsel's architects' surveyors' and other professional fees and
      commission payable to the bailiff necessarily and properly incurred by the
      Lessor:

30.1  in connection with the preparation and service of a notice under Section
      146 of the Law of Property Act 1925 and/or in connection with proceedings
      under Section 146 or 147 of the said Act (whether or not any right of
      re-entry or forfeiture has been waived by the Lessor or notice served
      under the said Section 146 is subsequently complied with by the Lessee or
      the Lessee has been relieved under the provisions of the said Act and
      notwithstanding forfeiture is avoided otherwise than by relief granted by
      a Court);

30.2  in the preparation and service of a schedule of dilapidations at any time
      during or within three months after the expiration of the term


                                       28
<PAGE>


      howsoever the same be determined (but relating in all cases only to
      dilapidations which accrued prior to the expiration or sooner
      determination of the term and for which the Lessee is liable hereunder);

30.3  in connection with or procuring the remedying of any breach of covenant on
      the part of the Lessee contained in this Lease including without prejudice
      to the generality of the foregoing the recovery of any arrears of rent the
      Interim Charge and the Service Charge provided that before being
      responsible for any costs expenses fees and disbursements hereinbefore
      referred to the Lessee shall first have been given a reasonable
      opportunity to remedy any breach of covenant (which breach shall be
      notified to it by the Lessor in writing) and the Lessee has failed to
      remedy such breach within a reasonable time.

31.   COST OF LICENCE

      To pay all reasonable and proper legal costs architects' and surveyors'
      fees necessarily and properly incurred by the Lessor and the Superior
      Lessor in respect of any application by the Lessee for any licence or
      consent required by this Lease including reasonable and proper legal costs
      architects' and surveyors' fees which may have been incurred when any
      licence or consent is refused or any application therefore is withdrawn
      except in such cases where the Lessor unreasonably withholds or delays its
      consent or proffers it subject to unreasonable conditions.

32.   INTEREST ON SUMS DUE TO LESSOR

      Where under the terms of this Lease any sum of money becomes due and
      payable by the Lessee to the Lessor or to the Superior Lessor and remains
      unpaid for a period of twenty one (21) days after the due date to pay to
      the Lessor as well before as after any judgement on demand in writing
      interest on such sum from the date on which the payment of such sum became
      due and payable until the date of actual payment at a rate of two per cent
      (2%) above the base rate for the time being of Barclays Bank Pic or (if no
      such rate exists) such other rate as nearly equivalent thereto as possible
      as may in default of agreement be determined by arbitration provided that
      any such written demand shall be served within three (3) months of the
      said sum having become due and payable.

33.   TO PREVENT ENCROACHMENTS ETC.

      To give immediate notice to the Lessor of any threatened encroachment or
      attempt to acquire any new rights of light, passage, drainage or other
      easement over upon or under the demised premises as soon as the same shall
      come (or with reasonable diligence should have come) to the actual
      knowledge of the Lessee and at the request and cost of the Lessor to take
      all reasonably necessary steps to prevent any threatened


                                       29
<PAGE>


      encroachment or attempt to acquire any such easement including joining
      with the Lessor in taking proceedings.

34.   TO DISCLOSE INFORMATION

      Upon making any application for any written consent or approval which is
      required under this Lease the Lessee shall disclose to the Lessor and
      where required to the Superior Lessor such information as they may
      reasonably require provided always that the Lessee may in its absolute
      discretion withhold any such information which the Lessee considered to be
      of a confidential or sensitive nature without prejudice to the Lessee's
      application for consent or approval.

35.   TO LET OR SALE BOARDS

      To permit the Lessor or its agents during the six (6) months immediately
      preceding the expiration or sooner determination of the term to affix and
      retain without interference on some reasonable and conspicuous part of the
      demised premises (but not so as to obscure the doors or windows or the
      Lessee's business name or advertising or to affect the access of light and
      air to the demised premises) not more than one (1) notice board
      advertising the sale or letting of the demised premises together with any
      other particulars which may be reasonably necessary and during the said
      period to permit all persons with written authority from the Lessor or its
      agents and on at least 24 hours' prior written notice and accompanied by a
      representative of the Lessee (if the Lessee shall so require) at all
      reasonable times of a normal working day to view the demised premises.

36.   RATES AND OUTGOINGS

      To pay satisfy and discharge throughout the term all rates taxes, duties,
      impositions, charges, assessments and outgoings whatsoever of a recurring
      nature whether parliamentary, local or otherwise which are now or may at
      any time hereafter be assessed charged or imposed on the demised premises
      or the owner landlord tenant or occupier thereof except only such as the
      owner by law is bound to pay notwithstanding any contract to the contrary
      and such as are assessed on the Lessor in respect of the rents hereby
      reserved or the entitlement to the same or in respect of any dealing with
      any reversion mediately or immediately expectant on the determination of
      the term provided always that if any of the foregoing be assessed, charged
      or imposed upon the Scheme or any part thereof (being a part including the
      demised premises) without apportionment or assessed, charged or imposed on
      the Service Area then the Lessee shall pay a fair proportion thereof
      unless the same is included in the Service Charge hereinafter referred to.


                                       30
<PAGE>


37.   REPAIR OF INTERIOR ETC.

      At all times during the term well and substantially to repair renew
      cleanse, maintain, uphold and keep the demised premises and every part
      thereof (damage by any of the Insured Risks excepted save to the extent
      that the insurance monies are irrecoverable through the act neglect or
      default of the Lessee its servants, agents, licensees or invitees and
      damage by Terrorism also excepted where not an Insured Risk) and it is
      hereby agreed and declared that there shall be included in this covenant
      as repairable by the Lessee any internal plastering and other finishes of
      walls and ceilings and the screed and finish of the floors and the finish
      of all structural parts of the Scheme within the demised premises
      including (but without limitation) all fixed floor coverings, ceilings,
      suspended ceilings and raised floors therein and all electrical
      installations within and exclusively serving the demised premises and the
      Lessor's fixtures and fittings (other than the Lessor's plant and
      equipment including the heating and air conditioning systems) together
      with the fascias windows window frames doors and door frames of the
      demised premises provided always and it is hereby agreed and declared
      that:

      (a)   all non-structural walls which are currently common to the demised
            premises and any adjoining Unit are hereby declared to be party
            structures (except for plaster and decorative finishes) and the
            expense of maintaining them shall be borne in equal shares by the
            Lessee and the lessee or other the owner or occupier of the
            adjoining Unit;

      (b)   all non-structural walls which are common to the demised premises
            and any other part of the Scheme not being an adjoining Unit shall
            (except for the plaster and decorative finish on that side of the
            all which faces onto the demised premises) be maintained by the
            Lessor; and

      (c)   nothing in this Schedule shall require the Lessee to keep nor yield
            up the demised premises in any better state of repair and condition
            than they are at the Commencement Date as evidenced by the Schedule
            of Condition.

38.   REPAIR SERVICES AND CONDUCTING MEDIA

      To keep in repair and replace when reasonably necessary and (solely in
      relation to any kitchen installed by the Lessee) all pipes, wires, ducts
      and other like media installed for the purpose of supplying water (cold or
      hot) electricity or gas and for the purpose of draining away water from
      the demised premises in so far as such pipes, wires, ducts or other like
      media are solely installed or used only for the purposes of the demised
      premises and are fixtures and fittings and for the purpose of such repair
      the Lessee and his workmen shall have access to such pipes, wires, ducts
      or other like media whereever they are in upon or


                                       31
<PAGE>


      under the parts of the Scheme not included in this demise upon proper
      notice (except in the case of emergency) to the Lessor or the occupier
      thereof the Lessee nevertheless forthwith making good all damage to the
      parts of the Scheme occasioned by the carrying out of such repairs to the
      reasonable satisfaction of the Lessor.

39.   SERVICE CHARGE

39.1  To pay to the Lessor the Interim Charge and the Service Charge as defined
      in Part I of Schedule 6 hereto at the times and in manner therein
      provided.

39.2  Where the Lessor employs a managing agent in respect of the Scheme as
      referred to in paragraph 6 of Part II of Schedule 6 to this Lease to pay
      to the Lessor with the Service Charge a reasonable and proper fee towards
      the Lessor's general administrative expenses necessarily incurred in the
      proper management of the Scheme (such fee not to exceed ten per cent of
      the Service Charge)

39.3  Where the Lessor does not employ a managing agent to pay to the Lessor
      with the Service Charge a reasonable fee (such fee not to exceed ten per
      cent of the Service Charge) to defray the Lessor's own costs necessarily
      incurred in the proper management of the Scheme.

40.   OBSTRUCTION

      Not to obstruct or permit to be obstructed the Service Area or any part
      thereof.

41.   REFUSE

      Not to store or stack crates bottles barrels or similar containers or any
      cardboard boxes or any other refuse anywhere within the Scheme other than:

      (a)   within the demised premises; or

      (b)   tidily in the refuse store or other area specifically provided for
            that purpose.

42.   REFUSE RECEPTACLES

      Not to use any receptacles for refuse except dustbins or other receptacles
      of a pattern approved by the Lessor (such approval not to be unreasonably
      withheld or delayed) or prescribed by the Local authority and to maintain
      the same in good condition and not to place the same in the Service Area
      (other than the refuse store specifically provided for that purpose)
      except on the days for the collection of refuse by the local authority.


                                       32
<PAGE>


43.   TO COMPLY WITH LESSOR'S DIRECTIONS

      To comply with such reasonable written directions as may from time to time
      be given by the Lessor or the Lessor's managing agents for the good and
      efficient regulation of the Service Area with a view to facilitating the
      use thereof by all persons entitled to use the same but not so as to
      prevent access thereto or to the demised premises at any time.

44.   TO PAINT AND DECORATE THE INTERIOR

      To paint and decorate the interior of the Demised Premises with paint or
      paper and/or other material of good quality as often as reasonably
      necessary so as to maintain the decorative condition of the Demised
      Premises in no worse state of repair and condition than that evidenced by
      the attached Schedule of Condition.

45.   TO PAY INSURANCE PREMIUM

      To repay to the Lessor within fourteen (14) days of receiving a written
      demand therefore the premium for insuring the demised premises against the
      Insured Risks or if no separate premium is allocated to the demised
      premises a fair proportion of the premium in respect of the Scheme (unless
      forming part of the Service Charge) provided that the Lessee shall not be
      required to pay any amount over the ordinary rate of premium if charged as
      a result of any act omission or neglect of the Lessor or tenants or
      occupiers of other Units.

46.   VAT

      In addition to the rents and other payments of whatsoever nature which are
      or shall be reserved or which are or may become payable pursuant to the
      provisions of this Lease by or on behalf of the Lessee to the Lessor or to
      the Superior Lessor or any person or persons acting on their behalf then
      in addition to such payments the Lessee shall pay any Value Added Tax or
      similar impost or other tax replacing the same which is or may at any time
      hereafter become payable in respect of such payment subject (in the case
      of supplies to the Lessee) to the provision of a valid VAT invoice within
      14 days of payment of the VAT by the Lessor.

47.   COVENANTS IN SUPERIOR LEASE

47.1  By way of indemnity only to perform and observe and at all times during
      the term be bound by the Lessee's or tenant's covenants contained in
      clauses numbered 3 (8)(9)(10)(l1)(12)(13) and (14) in the Superior Lease
      so far as they affect the demised premises.

47.2  To permit the Lessor and any authorised person to enter the demised
      premises at any reasonable time upon reasonable prior notice (except in


                                       33
<PAGE>


      the case of emergency when such notice as can be given will be given) in
      order to comply with any of the Superior Lease covenants which may be
      necessary to prevent a forfeiture of the Superior Lease and which arise
      from the actions or default of the Lessee or any of its underlessees
      servants or agents Provided that the Lessor shall not enter for the
      purpose of compliance with the covenants on its part contained in the
      Superior Lease to the extent that the obligation to comply with such
      covenants is imposed on the Lessee by this lease unless and until the
      Lessee shall first have been given a reasonable opportunity to remedy any
      breach by it of such covenants (which breach shall be notified to it by
      the Lessor in writing) and the Lessee has then failed to remedy such
      breach within a reasonable time.

48.   NOTICE BY SUPERIOR LESSOR

      To give immediate notice to the Lessor of any notice given to the Lessee
      or left on the demised premises by the Superior Lessor requiring any
      repairs to be done to the demised premises and to furnish the Lessor with
      a copy of such notice.

49.   OFFICES SHOPS ETC ACTS

      At all times to comply with all such requirements as may be imposed on the
      occupier by or under the Offices, Shops and Railway Premises Act 1963 or
      any statutory modification or re-enactment thereof in respect of the user
      of the demised premises and to indemnify the Lessor against liability in
      respect of any non-compliance


                                       34
<PAGE>


                                   SCHEDULE 4

                            (Covenants by the Lessor)



1.    QUIET ENJOYMENT

      So long as the Lessee shall pay the rent and make the other payments
      reserved and made payable in manner aforesaid and observe and perform the
      covenants and conditions on its part herein contained the Lessee shall and
      may peaceably and quietly hold and enjoy the demised premises and the
      rights hereby granted during the term without any claim or demand by the
      Lessor or any person rightfully claiming through under or in trust for it.

2.    TO INSURE THE SCHEME

      To insure the Scheme (including the demised premises and the service area)
      in the joint names of the Superior Lessor and the Lessor against damage by
      the Insured Risks in a sum representing the full cost of reinstatement
      thereof from time to time during the term and:

2.1   within 14 days of a written request from the Lessee to produce to the
      Lessee a copy of the policy of insurance or sufficient evidence of the
      terms of the cover in force and the receipt of the current premium and to
      provide to the Lessee details of any material changes therein or the
      conditions thereof;

2.2   to use all reasonable endeavours to note the interest of the Lessee upon
      the policy of insurance so arranged and to obtain from the insurers a
      letter of waiver of subrogation rights (but without any warranty that the
      same will be procured);

2.3   to give to the Lessee written notice of material changes in the insurance
      policy (including without limitation any changes in the Insured Risks)
      and in the event of any damage or destruction of the Scheme or any part
      thereof by any of the Insured Risks (unless such insurance shall have been
      forfeited or vitiated by the act or default of the Lessee) subject
      nevertheless to any relevant provisions of the Superior Lease to take with
      all due speed and diligence such steps as may be proper and use all
      reasonable endeavours to obtain any necessary permits and consents under
      any regulations or enactment for the time being in force and will as soon
      as such permits and consents have been obtained apply all money received
      by virtue of such insurance (except the insurance relating to loss of
      rent) in making good the loss or damaged in respect of which the same
      shall have been received or in rebuilding or reinstating the Scheme or
      such part as shall have been destroyed or damages in a good and
      workmanlike manner with good quality and


                                       35
<PAGE>


      sound materials as expeditiously as possible in accordance with the
      original plans, elevations and details of the Scheme with such variations
      (if any) as may be necessary having regard to the provisions of the
      Superior Lease the then existing statutory provisions, bye laws and
      regulations affecting the same and any necessary planning approval making
      up any difference in the amount actually received and the cost of
      rebuilding or reinstating out of the Lessor's own money and if the demised
      premises shall be rendered wholly or partially unfit for occupation and
      use or access through damage or destruction of the Scheme or any part
      thereof by any of the Insured Risks or Terrorism where not an Insured Risk
      then except to the extent that the insurance monies are irrecoverable or
      are reduced through the act or default of the Lessee its servants, agents,
      invitees or licensees to allow an abatement with effect from the date of
      the destruction or damage of the whole or a fair and reasonable proportion
      of the rent hereby reserved and of the Service Charge according to the
      nature and extent of the damage or destruction until the demised premises
      and the relevant parts of the Scheme (including plant and conducting media
      the ground floor entrance and reception and the staircase and lift(s) and
      the parts of the Service area at first floor level) are again rendered
      fully fit for occupation use and access such proportion to be determined
      in the event of dispute by an independent surveyor to be appoint in
      default of agreement on the application of either party by the President
      for the time being of the Royal Institution of Chartered Surveyors to act
      as an expert and not an arbitrator.

2.4   The following provisions apply in the event of an act of Terrorism which
      causes damage to or destruction of the Demised Premises at a time when
      Terrorism is not an Insured Risk:-

      (a)   Within 9 months of any act of Terrorism the Lessor shall give
            written notice to the Lessee ("Election Notice") stating whether or
            not it proposes to rebuild or reinstate the demised premises.

      (b)   If the Election Notice states that the Lessor proposes to rebuild or
            reinstate the demise premises then for the purposes of this Lease
            the act of Terrorism shall be deemed to have been damaged by Insured
            Risks and the provisions of paragraph 2.3 of this Schedule will
            apply.

      (c)   If the Election Notice states that the Lessor does not propose to
            rebuild or reinstate the demised premises or if no Election Notice
            is served strictly within the period of 9 months referred to in
            paragraph (a) above then the Lessee may within one month of service
            of the Election Notice or the expiry of such 9 month period (as the
            case may be) give written notice to the Lessor to determine the
            Term.


                                       36
<PAGE>


3.    TO PAY RATES FOR THE SCHEME

      To pay all existing and future rates, taxes, assessments, duties,
      impositions, charges and outgoings whatsoever of a recurring nature and
      which are now or shall hereafter be charged assessed or imposed upon or
      payable in respect of the Scheme whether parliamentary, parochial local or
      otherwise howsoever so far as they are not payable by the several lessees
      in respect of their Units.

4.    TO REPAIR AND MAINTAIN THE SCHEME

      Except in so far as such matters are expressly the responsibility of the
      Lessee under the provisions of this lease:

4.1   To keep and maintain the Scheme or procure to be kept and maintained in
      good and substantial repair order and condition and clean and to rebuild
      renew or replace as and when necessary for such purposes the Scheme (and
      in particular but without prejudice to the generality of the foregoing)
      its exterior and its structure its roof and foundations including for such
      purposes the matters referred to in clause 2.4(c)(i) to (vi) inclusive
      of this Lease the Service Area and any toilets, passenger lifts, lift
      shafts, boilers, central heating and all apparatus, equipment, plant and
      machinery serving the same in good and substantial repair and condition
      and decoration and to renew or replace the same or any part or parts
      thereof whenever such renewal or replacement is necessary.

4.2   Without prejudice to paragraph 4.1 to keep and maintain in good working
      order and condition (including replacement where necessary or desirable
      for such purposes) all pipes, wires, ducts, passenger lifts, boilers,
      central heating and air conditioning or other like media and
      installations, apparatus and plant installed in the Scheme for the purpose
      of supplying water (cold and hot), air conditioning ventilation
      electricity or gas to and for the purpose of draining away water and soil
      for allowing the escape of steam or other deleterious matter from and in
      respect of any other service to or for the demised premises except in so
      far as such pipes, wires, ducts or other like media and installations
      apparatus and plant are solely installed (other than for the heating and
      air conditioning installations and machinery and conducts ancillary
      thereto) for the purposes of and exclusively servicing the demised
      premises.

5.    TO EXECUTE WORKS

      To execute such works of a structural nature within the demised premises
      and the Scheme as may be required by the fire authority or the Lessor's
      insurers and to do all things and take such steps as are required from
      time to time to ensure that there is a fire certificate in force for the
      Scheme and that all lawful requirements relating to fire precautions are
      complied with.


                                       37
<PAGE>


6.    TO PRODUCE RECEIPTS

      From time to time to allow the Lessee to inspect such receipts and
      vouchers and other relevant information in relation to the Service Charge
      as the Lessee may reasonably require under the provisions of paragraph 6
      of Part I of Schedule 6 to this Lease and at the request and cost of the
      Lessee to supply copies of the same.

7.    TO CLEAN AND HEAT SERVICE AREA

      To keep the Service Area reasonably cleaned heated and lit where
      reasonably necessary or appropriate and to ensure that the toilets in the
      Scheme are supplied with hot water soap towels and other usual requisites.

8.    TO SUPPLY HEAT AIR CONDITIONING AND HOT AND COLD WATER TO THE DEMISED
      PREMISES

      To supply and maintain heating air conditioning and hot and cold water to
      the demised premises.

9.    ENTRYPHONE

      To keep in good and substantial repair and renew when necessary the video
      entryphone system in the Scheme so as to serve the demised premises.

10.   NOT TO ERECT SIGNS

      Not to erect any signs of any kind on the flank wall of the demised
      premises without the Lessee's consent such consent not to be unreasonably
      withheld.

11.   SUPERIOR LEASE

      To pay the rent reserved by the Superior Lease and to perform and observe
      the covenants therein contained on the part of the Lessor (as Lessee
      thereunder) to be observed and performed and the conditions therein
      contained (save and so far as such covenants and conditions fall to be
      performed and observed by the Lessee hereunder) and if requested to do so
      by the Lessee (at the Lessee's cost) to enforce the Lessor's covenants and
      obligations contained in the Superior Lease.

12.   SUPERIOR LESSOR'S CONSENT

      Where the Lessee requests the consent or approval of the Lessor and the
      consent or approval of the Superior Lessor is required pursuant to the
      Superior lease the Lessor shall at the request and at the cost of the
      Lessee use all reasonable endeavours (in consultation with and on the
      instructions of the Lessee where necessary) to obtain such consent or


                                       38
<PAGE>


      approval in any case where the Lessor would be prepared or is lawfully
      required to give its consent or approval.

13.   RELEVANT MATTERS

      Notwithstanding any other provisions contained in this Lease the Lessor
      shall provide such of the relevant matters (as defined in Part I of
      Schedule 6 hereto) as are reasonable and proper for the benefit of the
      Lessees and occupiers of the Scheme in accordance with the principles of
      good estate management and shall provide the same in a good efficient and
      economical manner.

14.   DIRECTIONS AND REGULATIONS

      The Lessor shall ensure that any directions and/or regulations made
      relating to the Scheme or any part or parts thereof are communicated to
      the Lessee in writing and do not in any way adversely or materially
      interfere with or affect the use and enjoyment of the demised premises and
      in the event of any conflict between those directions and/or regulations
      and the provisions of this Lease the provisions of this Lease shall
      prevail.

15.   PUBLIC AND THIRD PARTY LIABILITY

      At all times during the term maintain in force insurance policies in
      respect of property owner's public and third party liability in respect of
      the Scheme for an adequate sum with an insurance office of repute and
      apply all money received under or in respect of any such insurance in
      settlement of any third party claims.

16.   SECURITY

      In exercising any rights of entry upon the demised premises granted
      hereunder to preserve the security of the demised premises.


                                       39
<PAGE>


                                   SCHEDULE 5

                   (Above referred to Rent Review Provisions)


1.    REVIEW DATES

      In this schedule "Review Date" means 25 September 2009 and "Review Period"
      means the period starting with the Review Date and expiring at the end of
      the Term.

2.    RENT

2.1   Until the Review Date the rent payable hereunder shall be the Rent shown
      in clause 1.

2.2   During the Review Period the said rent shall be that payable immediately
      prior to the Review Date or such revised rent as may be ascertained as
      herein provided whichever shall be the greater.

2.3   In the event of a revised rent not being ascertained as herein provided
      the rent payable shall be the rent payable immediately prior to the Review
      Date.

3.    ASCERTAINMENT OF RENT

3.1   Such revised rent for the Review Period may be agreed at any time between
      the Lessor and the Lessee or (in the absence of such agreement) determined
      not earlier than the relevant Review Date by an independent valuer (acting
      as expert and not as an arbitrator) such valuer to be nominated in the
      absence of agreement by or on behalf of the President for the time being
      of the Royal Institution of Chartered Surveyors on the application of
      either the Lessor or the Lessee made not earlier than three (3) months
      before the Review Date and so that the revised rent to be determined by
      the valuer shall be such as he shall decide should be the yearly rent at
      and from the Review Date for the demised premises.

3.2   Any valuer nominated in pursuance of the immediately preceding sub-clause
      shall be a chartered surveyor with experience of dealing with reviews of
      rent for the same type of premises and in the same locality as the demised
      premises.

4.    BASIS OF REVIEWED RENT

      Whether such revised rent as aforesaid shall be determined by agreement
      between the parties or by a valuer as hereinbefore provided the same shall
      be fixed

4.1   On the following assumptions (if not facts) as at the Review Date:


                                       40
<PAGE>


      (a)   that the demised premises are ready to be fitted out for immediate
            occupation and use as offices and that no work has been carried out
            thereon (otherwise than in pursuance of an obligation to the Lessor)
            by the Lessee its sub-tenants (if any) and their respective
            predecessors in title during the term which has diminished the
            rental value of the demised premises and that in case the demised
            premises or any part thereof have been destroyed or damaged by any
            of the Insured Risks they have been fully restored and reinstated;

      (b)   that the demised premises are available for letting by a willing
            landlord to a willing tenant as a whole without a premium but with
            vacant possession and subject to the provisions of this Lease (other
            than clause 6.11 and the provisions relating to Service Charge cap
            and other than the amount of the rent hereby reserved but including
            mutatis mutandis the provisions for rent review herein contained)
            for a term equal to the unexpired residue of the term at the
            Review Date;

      (c)   that the covenants and agreements herein contained on the part of
            the Lessor and the Lessee have been fully performed and observed in
            all respects unless in the case of the Lessor the breach has been
            material and persistent;

      (d)   that no reduction is to be made to take account of any rental
            concession which on a new letting with vacant possession might be
            granted to an incoming tenant for a period within which its fitting
            out works would take place;

            AND having regard to open market rental values current at the
            Review Date.

4.2   But disregarding the following matters (namely):

      (a)   any effect on rent of the fact that the Lessee its sub-tenants (if
            any) or their respective predecessors in title have been in
            occupation of the demised premises;

      (b)   any goodwill attached to the demised premises by reason of the
            carrying on thereat of the respective businesses of the Lessee, its
            sub-tenants (if any) or their respective predecessors in title, and

      (c)   any increase in rental value of the demised premises attributable to
            the existence at the relevant Review Date of any improvement or
            other works to the demised premises or any part thereof carried out
            by the Lessee or its sub-tenants (if any) or their respective
            predecessors in title with consent (where required) otherwise than
            in pursuance of an obligation to the Lessor or its predecessors in
            title.


                                       41
<PAGE>


5.    FURTHER PROVISIONS

      It is hereby further provided in relation to any such revised rent that:

5.1   in the case of determination by the valuer

      (a)   the fees and expenses of the valuer including the cost of his
            appointment shall be borne equally by the Lessor and the Lessee who
            shall otherwise each bear their own costs;

      (b)   the valuer shall afford to each of the parties an opportunity to
            make representations (whether written or oral) to him in respect of
            such rent to be revised; and

      (c)   if the valuer shall die delay or become unwilling to act or if for
            any other reason (including the incapacity of the valuer) the
            President for the time being of the Royal Institution of Chartered
            Surveyors or the person acting on his behalf shall in his absolute
            discretion think fit he may in writing discharge the valuer and
            appoint another in his place.

5.2   When the amount of any rent to be ascertained as hereinbefore provided
      shall have been so ascertained memorandum thereof shall thereupon be
      signed by or on behalf of the Lessor and the Lessee and annexed to or
      endorsed upon this lease and the counterpart thereof and the parties shall
      each bear their own costs in respect thereof.

5.3

      (a)   If the revised rent payable on and from the Review Date shall not
            have been ascertained (whether by agreement or valuation) by the
            Review Date the rent FIRST hereby reserved shall continue to be
            payable at the rate previously payable and within fourteen days of
            such revised rent being ascertained as aforesaid the Lessee shall
            pay to the Lessor any shortfall between the new rent and the old
            rent up to the Quarter Day immediately following such ascertainment
            together with interest upon each part of such shortfall from the
            date upon which the same would have been payable (had the revised
            rent been ascertained on the Review Date) to the date of actual
            payment thereof at the base rate for the time being of Barclays Bank
            Plc or (if no such rate exists) such other rate as nearly equivalent
            thereto as possible as may in default of agreement be determined by
            arbitration.

      (b)   For the purposes of this paragraph the revised rent shall be deemed
            to have been ascertained on the date when the same has been agreed
            between the parties in writing or (as the case may be) on the date
            of the determination by the valuer.


                                       42
<PAGE>


6.    STATUTORY RESTRICTION

      If by virtue of any act, Statutory Instrument or Order there is at any
      Review Date a restriction upon the Lessor's rights to review the rent then
      upon the ending removal or modification of such restriction the Lessor may
      give to the Lessee not less than one (1) month's written notice requiring
      an additional rent review upon the Quarter Day following the service of
      that notice and for the purposes of this Schedule 5 the said quarter day
      shall be a Review Date.


                                       43
<PAGE>


                                   SCHEDULE 6

                               (Above referred to)

                                     Part I

                    The Service Charge and the Interim Charge

1.    DEFINITIONS

      In this schedule:

1.1   "Relevant Matters" means the various items set forth in Part II of this
      Schedule 6;

1.2   "Accounting Period" means the period commencing on the first day of
      January and ending on the thirty first day of December in any year or such
      other annual period as the Lessor may in its discretion from time to time
      determine by notice in writing to the Lessee;

1.3   "Total Expenditure" shall be deemed to include not only those expenses,
      outgoings and other expenditure in respect of the Relevant Matters which
      have been actually disbursed, incurred or made by the Lessor (acting
      reasonably) during the Accounting Period but also such reasonable part of
      all such expenses outgoings and other expenditure as aforesaid which are
      of a periodically recurring nature (whether recurring at regular or
      irregular intervals) whenever to be disbursed, incurred or made including
      a sum or sums by way of reasonable provision for anticipated expenditure
      in respect of the Relevant Matters or any of them as the Lessor or its
      agents may reasonably allocate to the year in question as being fair and
      reasonable in all the circumstances

1.4   "Service Charge" means such Fair Proportion (as defined in clause 2.7 of
      this Lease) of the Total Expenditure excluding any costs and expenses
      incurred relating to the rebuilding reinstatement and renewal (but not
      repair) of the Scheme or any part thereof except for plant and equipment
      as shall from time to time be notified in writing to the Lessee by or on
      behalf of the Lessor and also excluding any costs and expenses incurred by
      the Lessor relating to making good any damage caused by an Insured Risk
      and/or Terrorism whether or not an Insured Risk unless the insurance
      moneys are not recoverable because of some act or default of the Lessee or
      any person deriving title through the Lessee in breach of paragraph 15.1
      of Schedule 3.

1.5   "the Interim Charge" means such reasonable sum on account of the Service
      Charge in respect of each Accounting Period as the Lessor or its agent
      shall in writing specify to the Lessee and for the Accounting Period
      during which this lease is executed the Interim Charge shall be based on
      the anticipated Total Expenditure for the period from the date


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<PAGE>


      of this Lease to the Thirty-first day of December next following (or other
      the last day of the Accounting period in force at the date of such
      execution) and thereafter shall be based on the anticipated Total
      Expenditure for the then current Accounting Period by reference to the
      Total Expenditure for the immediately preceding Accounting Period.

2.    PAYMENT OF INTERIM CHARGE

      The first payment of the Interim Charge (on account of the Service Charge
      for the Accounting Period during which this Lease is executed) shall be
      made on the execution hereof and thereafter the Interim Charge shall be
      paid to the Lessor by equal quarterly payments in advance on the Quarter
      Days.

3.    CARRY FORWARD OF SURPLUS

      If the Interim Charge paid by the Lessee in respect of any Accounting
      Period exceeds the Service Charge for that Accounting Period the surplus
      of the Interim Charge so paid over and above the Service Charge shall be
      carried forward by the Lessor and credited to the account of the Lessee in
      computing the service charge in the succeeding Accounting Period or (if
      the term shall have expired or determined) shall be paid by the Lessor to
      the Lessee.

4.    PAYMENT OF SERVICE CHARGE

      If the Service Charge in respect of any Accounting Period exceeds the
      Interim Charge paid by the Lessee in respect of that Accounting Period
      together with any surplus from the previous year carried forward as
      aforesaid then the Lessee shall pay the excess to the Lessor within
      fourteen (14) days of service upon the Lessee of the certificate referred
      to in paragraph 5 of this Schedule.

5.    CERTIFICATE OF SERVICE CHARGE

      As soon as possible after the expiration of each Accounting Period there
      shall be served upon the Lessee by the Lessor a certificate signed by the
      Lessor's surveyor or auditor or other professional agent containing the
      following information:


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<PAGE>


5.1   the amount of the Total Expenditure for that Accounting Period;

5.2   the amount of the Interim Charge paid by the Lessee in respect of that
      Accounting Period together with any surplus carried forward from the
      previous Accounting Period; and

5.3   the amount of the Service Charge in respect of that Accounting Period and
      of any excess payable by or sum credited to the Lessee in accordance with
      the foregoing provisions of this Schedule 6.

6.    VOUCHERS

      The Lessee shall be entitled within two (2) months after service of such
      certificate to inspect the Lessor's receipts and vouchers and other
      relevant information relating to the Total Expenditure.

7.    SINKING FUND

      The Lessor shall administer or procure to be administered any sinking fund
      established pursuant to paragraph 2 of Part II of this Schedule in an
      efficient manner and shall invest or procure to be invested in a separate
      trust account all moneys in any sinking fund so established in an
      efficient manner and for the benefit of the persons from time to time
      interested in the Scheme as lessees.

                                     Part II

                              The Relevant Matters

                   Items to be included in the Service Charge

1.    PAYMENTS BY LESSOR IN RESPECT OF THE SCHEME

      All costs and expenses reasonably incurred by the Lessor in and about the
      Scheme in the discharge of the obligations on the part of the Lessor
      contained in paragraphs 2,3,4,5,7, 8 & 9 of Schedule 4 to this Lease.

2.    SINKING FUND

      Reasonable contributions to any sinking fund from time to time established
      by the Lessor in respect of the several matters mentioned in any clause of
      this Part of this Schedule 6.

3.    INSPECTION ETC

      The cost of periodically inspecting, examining, maintaining, and (where
      beyond economic repair) replacing any and every part of the Scheme and the
      appurtenances thereof including fire alarms, fire


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<PAGE>


      fighting equipment, sprinklers and other security alarms and equipment in
      the Service Area.

4.    ASSESSMENTS

      All charges, assessments, impositions and other outgoings payable by the
      Lessor in respect of all parts of the Scheme not exclusively occupied or
      designed for occupation by a lessee.

5.    INSURANCE

      Without prejudice to paragraph 1 of this Part of this Schedule 6 the cost
      of insuring the Scheme and all the appurtenances thereof and in addition
      the cost of insurance against third party employers and public liability
      and any of the Insured Risks not specifically in this Lease mentioned.

6.    MANAGEMENT

      The reasonable and proper fees of the Lessor's agents from time to time of
      and incidental to the collection of rents in respect of the Scheme and the
      general management of the Scheme (such fees not to exceed 10% of the
      Service Charge).

7.    OTHER EXPENDITURE

7.1   All other reasonable expenditure properly incurred in accordance with good
      estate management principles and properly attributable to the maintenance
      and management of the Scheme (whether it is specifically mentioned in this
      Lease or not) including without prejudice to the generality of the
      foregoing the upkeep, care, servicing and reinstatement of any lifts,
      boilers, central heating systems and other installations forming part of
      the Scheme excluding nevertheless:

      (a)   any costs of or incidental to the recovery of rent or service charge
      for any other tenant in the Scheme or any adjoining or neighbouring
      building of the Lessor or enforcing covenants against any such tenant
      or in relation to the negotiation or the settlement of any rent review
      or in relation to the remedying of any breach of any of the obligations
      of any other such tenant

      (b)   the costs of interpreting this Lease and corresponding with or
      taking action against any other tenant or occupier of the Scheme or
      any contractor or sub-contractor;

      (c)   any costs, damages, fees, awards or other sum payable in connection
      with and/or any unfair and/or wrongful dismissal or any breach of any
      employment contract of any person employed by the Lessor in connection
      with the provision or


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<PAGE>


            carrying out of the Relevant Matters save where such person has been
            dismissed at the request of a majority of the tenants in the Scheme.

7.2   The cost of taking all steps reasonably deemed desirable or expedient by
      the Lessor for complying with making representations against or otherwise
      contesting the incidence of provisions of any legislation or orders or
      statutory requirements thereunder so far as (1) they respectively relate
      to the Scheme and (ii) neither the Lessee nor the Tenant of any Unit are
      directly responsible for.

8.    VAT ETC

      Any Value Added Tax or similar impost properly payable by the Lessor in
      respect of any of the matters herein before mentioned so far as the same
      is not recoverable by the Lessor.


      EXECUTED as a DEED       )
      by BENCHMARK GROUP       )
      LIMITED acting by:       )


                                      Director:  /s/ Illegible


                                      Secretary: /s/ Illegible




      EXECUTED as a DEED       )
      by LEVCO EUROPE, LLP)
      acting by:               )



                                      MEMBER

                          Member


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