<PAGE>   1
                                                                  EXHIBIT 10.18

                            Dated August 20, 1996



(1)      Landlord:         ERIN EXECUTOR & 
                           TRUSTEE CO. LIMITED

(2)      Tenant:           VISIO INTERNATIONAL 
                           LIMITED

(3)      Guarantor:        VISIO CORPORATION



                                      LEASE
                                     - OF -
                                9TH & 10TH FLOORS
                         INCLUDING USE OF 12 CAR SPACES
                                FITZWILTON HOUSE


         Term Commences:   19th             day of August, 1996

         Length of Term:   25               years

Rent Reviews:              Every Five Years

Break Option:              At Ten Years


             Initial Rent:IR(pound sterling)141,298 p.a. exclusive
     Initial Licence Fee (car spaces) (pound sterling)12,000 p.a. exclusive
                     (subject to review as herein provided)


                                A & L Goodbody,
                              1, Earlsfort Centre,
                                 Hatch Street,
                                   Dublin 2.
                                DJLE3001.07X\SD


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                                 C O N T E N T S


Contents                                                                      i
Summary                                                                       v
Parties                                                                       1
Definitions                                                                   2
Interpretation
Demise and Rents
Tenants Covenants
4.1      Rents
4.2      Interest on arrears
4.3      Outgoings
4.4      Repairs
4.5      Decorations
4.6      Cleaning
4.7      Yield Up
4.8      Rights of entry by Landlord
4.9      To Comply with Notices
4.10     Dangerous materials and use of machinery
4.11     Overloading floors and services
4.12     Conduits
4.13     Disposal of refuse
4.14     Obstruction of Common Areas
4.15     Prohibited users
4.16     User
4.17     Nuisance
4.18     Alterations
4.19     Signs, advertisements and blinds
4.20     Alienation
4.21     Registration of dispositions
4.22     Disclosure of information
4.23     Landlord's costs
4.24     Statutory requirements
4.25     Planning Acts, Building Control Act and Public Health Acts
4.26     Statutory notices
4.27     Fire and safety precautions and equipment
4.28     Electro-magnetic compatibility
4.29     Encroachments and easements
4.30     Reletting notices
4.31     Indemnity
4.32     Landlord's Regulations
4.33     Stamp Duty and Value Added Tax

5.       Landlord's Covenants
5.1      Quiet Enjoyment
5.2      Provision of Services
6.       Insurance
6.1      Landlord to insure
6.2      Landlord to produce evidence of insurance
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6.3      Destruction of the Demised Premises
6.4      Where reinstatement is prevented
6.5      Cesser of Rent and Service Charge
6.6      Insurance becoming void
6.7      Notice by Tenant
7.       Provisos
7.1      Forfeiture
7.2      No implied easements
7.3      Exclusion of Warranty as to User
7.4      Representations
7.5      Use of Demised Premises outside Business Hours
7.6      Failure by Landlord to provide services
7.7      Exclusion of Landlord's liability
7.8      Covenants relating to Adjoining Property
7.9      Effect of Waiver
7.10     Applicable law
7.11     Notices
7.12     Disputes with adjoining Occupiers
8.       Service Charge
9.       The Guarantor's Covenants
10.      Termination of Term
11.      Section 45 Land Act 1965
12.      Finance Act Certificates
13.      Section 29 Companies Act, 1990
14.      Assent
15.      Tenant's address and description
First Schedule
Second Schedule
Third Schedule
Fourth Schedule
Fifth Schedule
Sixth Schedule
Seventh Schedule
Execution Clauses
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                                  S U M M A R Y


Landlord:                  Erin Executor & Trustee Co. Limited

Tenant:                    Visio International Limited

Guarantor:                 Visio Corporation

Premises:                  9th and 10th Floor(s), Fitzwilton House,
                           Wilton Place, Dublin 2

Term:
  Commences:               19th August, 1996

  Expires:                 18th August, 2021

Initial Rent:              (pound sterling)141,298

Initial Licence Fee
(car spaces)               (pound sterling) 12,000

                              Date                               Revised Rent
1st Review                 19th August, 2001

2nd Review                 19th August, 2006

3rd Review                 19th August, 2011

4th Review                 19th August, 2016

5th Review

6th Review

                              Date                               Assignee
1st Assignment

2nd Assignment

3rd Assignment

4th Assignment

5th Assignment
<PAGE>   5
THIS LEASE is made the 20th day of August 1996




BETWEEN



(a)      LANDLORD:       ERIN EXECUTOR & TRUSTEE CO. LIMITED



having its registered office at 17 College Green, Dublin 2



(b)      TENANT:         VISIO INTERNATIONAL LIMITED



(of) having its registered office at



(c)      GUARANTOR:      VISIO CORPORATION



(of) having its registered office at              520 Pike Street, Suite 1800
                                                  Seattle, Washington 98101  
                                                  USA                         
                                                  





WITNESSETH as follows:-
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1.       DEFINITIONS


         IN this Lease, unless the context otherwise requires the following
         expressions shall have the following meanings:-


1.1      "ADJOINING PROPERTY" means any land and/or buildings adjoining or
         neighbouring the Demised Premises;

1.2      "BASE RATE" means annual rate of interest for the time being chargeable
         under Section 22 of the Courts Act 1981;

1.3      "BUILDING" means the premises more particularly described in the First
         Schedule PROVIDED ALWAYS that for the purposes of Clause 6 herein,
         reference to the Building in so far as it includes the Demised Premises
         shall exclude (unless otherwise agreed in writing by the Landlord and
         the Tenant) all additions, alterations and improvements made to the
         Demised Premises by the Tenant;

1.4      "BUILDING CONTROL ACT" means the Building Control Act 1990;

1.5      "BUSINESS HOURS" mean for the purpose of the provision of the services
         referred to in Clause 5.2., the usual business or working hours of the
         Building Mondays to Fridays (inclusive) (excluding Christmas Day, Good
         Friday and all usual bank or public holidays) and such additional hours
         as may, from time to time, be reasonably approved by the Landlord, who
         shall have regard to the interests of the tenants and occupiers of the
         Building;

1.6      "CAR SPACES" mean the car spaces referred to in Clause 4 of the Third
         Schedule and same shall be included in the definition of "Demised
         Premises" for the purposes only of the Fifth Schedule;

1.7      "COMMON PARTS" mean the pedestrian ways, courtyards, forecourts,
         entrance halls, corridors, passages, lobbies, landings, staircases,
         lifts and any other amenities in the Building or within the curtilage
         thereof which are or may, from time to time, be provided or designated
         by the Landlord for common use by the tenants and occupiers of the
         Building and all persons expressly or by implication authorised by them
         but excluding the Lettable Areas;

1.8      "CONDUITS" mean each of the following of whatsoever nature:-
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         all sewers, drains, pipes, gullies, gutters, ducts, mains,
         watercourses, channels, subways, wires, cables, conduits, flues and
         other transmission or conducting media and installations of whatsoever
         nature or kind;

*1.9     "DECORATION YEARS" mean the year ending 18th August,2001 and 
         thereafter in every subsequent fifth year of the Term;

 1.10    "DEMISED PREMISES" mean the Premises demised by this Lease and more
         particularly described in the Second Schedule;

*1.11    "FIRST INSURANCE PAYMENT" means the sum of IR(pound sterling)[ ] 
         payable under Clause 3.2;

*1.12    "FIRST RENTAL PAYMENT" means the sum of IR(pound sterling)18,059.76 
         being the first payment of rent and licence fee payable under Clause
         3.1 hereof covering the period from the Rent Commencement Date to the
         day before the Quarterly Gale Day immediately following the Rent
         Commencement Date;

 1.13    "GUARANTOR" means the party (if any) named as "Guarantor" at the
         commencement of this Lease and, in the case of an individual, includes
         the personal representatives of such Guarantor;

*1.14    "INITIAL RENT" means One Hundred and Forty One Thousand Two Hundred and
         Ninety Eight Pounds (IR(pound sterling)141,298) per annum in respect of
         the Demised Premises.

 1.15    "INITIAL LICENCE FEE" means Twelve Thousand pounds (IR(pound
         sterling)12,000) per annum in respect of the Car Spaces and same shall
         be included in the references to "rent" for the purposes only of the
         Fifth Schedule.


 1.16    "INSURED RISKS" mean, subject always to such exclusions, excesses and
         limitations as are normally available and as may be imposed by the
         Landlord's insurers for the time being in respect of any or all of the
         following risks;

         fire, storm, tempest, flood, earthquake, lightning, explosion, impact,
         aircraft and other aerial devices and articles dropped therefrom, riot,
         civil commotion and malicious damage, bursting or overflowing of water
         tanks, apparatus or pipes and such other risks as the Landlord may in
         its absolute discretion from time to time determine;

 1.17    "LANDLORD" means the party or parties named as "Landlord" 
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         at the commencement of this Lease, and includes the person for the time
         being entitled to the reversion immediately expectant on the
         determination of the Term;

1.18     "THIS LEASE" means this Lease and any document which is made
         supplemental hereto, or which is entered into pursuant to or in
         accordance with the terms hereof;

1.19     "LETTABLE AREAS" mean those parts of the Building (including the 
         Demised Premises) leased or intended to be leased to occupational
         tenants;

*1.20    "PERMITTED USER" means offices;

1.21     "THE PERPETUITY PERIOD" means the period commencing on the date of this
         Lease and ending on the expiration of twenty one years from the date of
         the death of the last survivor of the issue now living of His Late
         Britannic Majesty King George V.

*1.22    "PLAN" mean the plan(s) and drawing(s) numbered 1, 2 and 3 annexed to 
         this Lease;

1.23     "PLANNING ACTS" mean the Local Government (Planning and Development) 
         Acts 1963 to 1993;

1.24     "PRESCRIBED RATE" means the rate per centum per month which shall
         exceed by one half per centum per month the monthly rate of interest
         for the time being chargeable under Section 550 of the Income Tax Act
         1967 (or such other monthly rate of interest as may from time to time
         be chargeable upon arrears of tax) or if the Landlord shall so elect at
         a rate of eighteen per centum per annum.

1.25     "PUBLIC HEALTH ACTS" mean the Local Government (Sanitary Services) Act,
         1878 to 1964;

1.26     "QUARTERLY GALE DAYS" mean 1st day of January, 1st day of April, 1st
         day of July and 1st day of October in every year of the Term.

1.27     "RENT COMMENCEMENT DATE" means 19th day of November 1996.

1.28     "RENT REVIEW DATES" means the first day of the sixth year, the first
         day of the eleventh year, the first day of the sixteenth year and the
         first day of the twenty first year of the Term.

1.29     "RETAINED PARTS" mean all parts of the Building which do 
<PAGE>   9
         not comprise Lettable Areas, including, but not limited to:-

 1.29.1  the Common Parts;

 1.29.2  the Car Spaces;

 1.29.3  office and residential or other accommodation which may from time to
         time be reserved in the Building for staff;

 1.29.4  any parts of the Building reserved by the Landlord for the housing of
         plant, machinery and equipment or otherwise in connection with or
         required for the provision of services;

 1.29.5  all Conduits in, upon, over, under or within and exclusively serving
         the Building except any that form part of the Lettable Areas;

 1.29.6  the main structure of the Building and, in particular, but not by way
         of limitation, the roof, foundations, external walls, internal load
         bearing walls and the structural parts of the roof ceilings and floors,
         all party structures, boundary walls, railings and fences and all
         exterior parts of the Building and all roads, pavements, pavement
         lights and car parking areas within the curtilage of the Building;

*1.30    "SERVICE CHARGE" means [ ] per cent ( %) of the Expenditure as defined
         in Clause 8;

 1.31    "SERVICE CHARGE COMMENCEMENT DATE" means 19th day of November 1996.

 1.32    "SURVEYOR" means any person appointed by the Landlord (including an
         employee of the Landlord and the person appointed by the Landlord to
         collect the rents and manage the Building) to perform the function of a
         surveyor for any purpose of this Lease but does not include the
         Surveyor defined in the Fifth Schedule;

 1.33    "TENANT" means the party or parties named as "Tenant" at the
         commencement of this Lease and includes the successors in title of the
         Tenant and permitted assigns of the Tenant and, in the case of an
         individual or individuals his/their personal representatives;

 1.34    "TERM" means 25 Years.
<PAGE>   10
1.35     "TERM COMMENCEMENT DATE" means 19th day of August 1996.


1.36     "UTILITIES" mean the following of whatsoever nature:-

         water, soil, steam, air, gas, electricity; radio, television,
         telegraphic, telephonic and other communications, and other services
         and information;


1.37     "THE 1860 ACT" and "THE 1881 ACT" shall mean respectively the Landlord
         and Tenant Law Amendment Act, Ireland, 1860 and the Conveyancing Act
         1881.



2.       INTERPRETATION

         UNLESS there is something in the subject or context inconsistent
         therewith:

2.1      where two or more persons are included in the expression "the Landlord"
         and/or "the Tenant" and/or "the Guarantor" the covenants which are
         expressed to be made by the Landlord and/or the Tenant and/or the
         Guarantor shall be deemed to be made by such persons jointly and
         severally;

2.2      words importing persons shall include firms, companies and corporations
         and vice versa;

2.3      any covenant by the Tenant not to do any act or thing shall include an
         obligation not to permit or suffer such act or thing to be done;

2.4      references to any right of the Landlord to have access to or entry upon
         the Demised Premises shall be construed as extending to all persons
         authorised by the Landlord, including agents, professional advisers,
         prospective purchasers of any interest of the Landlord in the Demised
         Premises or in the Adjoining Property, contractors, workmen and others;

2.5      any reference to a statute or statutes (whether specifically named or
         not) or to any sections or sub-sections therein shall include any
         amendments or re-enactments thereof for the time being in force and all
         Statutory Instruments, orders, notices, regulations, directions,
         bye-laws, permissions and plans for the time being made, issued or
         given thereunder or 
<PAGE>   11
         deriving validity therefrom;

2.6      the titles or headings appearing in this Lease are for reference only
         and shall not affect its construction or interpretation;

2.7      wherever in this Lease either party is granted a future interest in
         property there shall be deemed to be included in respect of every such
         grant a provision requiring that future interest to vest within the
         Perpetuity Period;

2.8      any reference to a clause or schedule shall mean a clause or schedule
         of this Lease;

2.9      any reference to the masculine gender shall include reference to the
         feminine gender and any reference to the neuter gender shall include
         the masculine and feminine genders and reference to the singular shall
         include reference to the plural.

2.10     if any term or provision in this Lease shall be held to be illegal or
         unenforceable in whole or in part, such term shall be deemed not to
         form part of this Lease but the enforceability of the remainder of this
         Lease shall not be affected;


3.       DEMISE AND RENTS

         THE Landlord in consideration of the rents herein reserved (including
         the increases thereof as hereinafter provided) and the covenants on the
         part of the Tenant and the conditions hereinafter contained HEREBY
         DEMISES unto the Tenant the Demised Premises TOGETHER WITH the rights,
         easements and privileges specified in the Third Schedule EXCEPTING AND
         RESERVING the rights and easements specified in the Fourth Schedule
         SUBJECT TO all rights, easements, quasi-easements, privileges,
         covenants, restrictions and stipulations of whatsoever nature affecting
         the Demised Premises TO HOLD the Demised Premises unto the Tenant from
         and including the Term Commencement Date for the Term YIELDING AND
         PAYING unto the Landlord during the Term:-

3.1      yearly and proportionately for any fraction of a year, the Initial Rent
         and Initial Licence Fee and from and including each Rent Review Date,
         such yearly rent and yearly licence fee as shall become payable under
         and in accordance with the provisions of the Fifth Schedule and in each
         case to be paid (at the option of the Landlord, which said option may
         be exercised on any number of occasions) either by standing 
<PAGE>   12
         order, direct debit, credit transfer or cheque by equal quarterly
         payments in advance on the Quarterly Gale Days without any deduction,
         set-off or counterclaim whatsoever; the first payment to be made on the
         execution hereof and the same shall be the First Rental Payment;

3.2      a percentage or due proportion (equivalent to the same percentage or
         due proportion of the Expenditure which is used to determine the
         Service Charge) of all sums which the Landlord shall from time to time
         pay for insuring the Building against the Insured Risks pursuant to
         Clause 6.1. (including the whole of the sums which the Landlord shall
         from time to time pay for insuring against loss of rent and the Service
         Charge pursuant to Clause 6.1.6.), all such sums to be paid on demand
         the first payment to be made on the execution hereof and to be such
         amount as has been advised to the Tenant prior to the delivery of this
         Lease;

3.3      the Service Charge to be paid on demand in accordance with Clause 8.


4.       TENANT'S COVENANTS

         The Tenant to the intent that the obligations may continue throughout
         the Term HEREBY COVENANTS with the Landlord as follows:


4.1      RENTS

         To pay the rents or increased rents reserved by this Lease and referred
         to at paragraphs 3.1, 3.2 and 3.3 and any additional sums payable
         herein at the times and in the manner herein prescribed for the payment
         of same.


4.2      INTEREST ON ARREARS

         Without prejudice to any other right, remedy or power herein contained
         or otherwise available to the Landlord, if any of the rents reserved by
         this Lease (whether formally demanded or not) or if any other sum of
         money payable to the Landlord by the Tenant under this Lease shall
         remain unpaid for more than fourteen days after the date when payment
         was due, to pay interest thereon at the Prescribed Rate from and
         including the date on which payment was due to the date of payment to
         the Landlord (both before and after any judgment).
<PAGE>   13
4.3      OUTGOINGS

4.3.1    To pay and indemnify the Landlord against all existing and future
         rates, taxes, duties, charges, assessments, impositions and outgoings
         whatsoever (whether parliamentary, parochial, local or of any other
         description and whether or not of a capital or non-recurring nature)
         which now are or may at any time during the Term be charged, levied,
         assessed or imposed upon or payable in respect of the Demised Premises
         or upon the owner or occupier of them (excluding any tax payable by the
         Landlord upon any of the rents herein received or occasioned by any
         disposition of or dealing with the reversion of this Lease);

4.3.2    Pending a separate valuation of the Demised Premises the Tenant shall
         discharge to the Landlord upon demand rates payable on the Demised
         Premises upon a notional valuation of (pound sterling)650.00.

4.3.3    To pay all charges for electricity, gas (if any), water and other
         services consumed in the Demised Premises, including any connection and
         hiring charges and meter rents and to perform and observe all present
         and future regulations and requirements of the electricity, gas and
         water supply authorities or boards in respect of the supply and
         consumption of electricity, gas and water on the Demised Premises and
         to keep the Landlord indemnified against any breach thereof.


4.4      REPAIRS

4.4.1    To repair put and keep in good and substantial repair and condition the
         Demised Premises and, as often as may be necessary, to rebuild,
         reinstate or renew any part or parts of the Demised Premises (damage by
         the Insured Risks excepted (other than in respect of any amount which
         may be deducted or disallowed by the insurers pursuant to any excess
         provision in the insurance policy upon settlement of any claim by the
         Landlord) save to the extent that payment of the insurance moneys shall
         be withheld by reason of any act, neglect or default of the Tenant or
         the servants or agents of the Tenant or any undertenant or any person
         under its or their control) and, as and when necessary, to replace any
         of the Landlord's fixtures and fittings which may be 
<PAGE>   14
         or become beyond repair with new ones which are similar in type and
         quality AND in case the Demised Premises or any part thereof shall be
         destroyed or become ruinous and uninhabitable or incapable of
         beneficial occupation or enjoyment by for or from any of the Insured
         Risks the Tenant hereby absolutely waives and abandons its rights (if
         any) to surrender this Lease under the provisions of Section 40 of the
         1860 Act or otherwise.


4.5      DECORATIONS

4.5.1             In every Decoration Year and also in the last three months of
                  the Term (whether determined by effluxion of time or
                  otherwise) in a good and workmanlike manner to prepare and
                  decorate (with two coats at least of good quality paint) or
                  otherwise treat, as appropriate, all parts of the Demised
                  Premises required to be so treated and, as often as may be
                  reasonably necessary, to wash down all tiles, glazed bricks
                  and similar washable surfaces; such decorations and treatment
                  in the last year of the Term to be executed in such colours
                  and materials as the Landlord may reasonably require.

4.5.2             In every tenth year of the Term and in the last year thereof
                  (howsoever determined) to replace the ceiling finishes
                  including all suspended ceilings (if any) and light fittings
                  therein and to replace all carpeting in the Demised Premises
                  with carpeting of comparable quality to that included in the
                  demise and for the avoidance of doubt, the provisions of this
                  Clause 4.5.2 are additional to repairs from time to time
                  throughout the Term as set out at Clause 4.4.1.


4.6      CLEANING

         To keep the Demised Premises in a clean and tidy condition AND at least
         once in every month, to clean properly the inside of all windows and
         window frames and all other glass in the Demised Premises.


4.7      YIELD UP

         At the expiration or sooner determination of the Term quietly to yield
         up the Demised Premises in such good and 
<PAGE>   15
         substantial repair and condition as shall be in accordance with the
         covenants on the part of the Tenant herein contained and in any licence
         or consent granted by the Landlord pursuant to the provisions of this
         Lease and in case any of the Landlord's fixtures and fittings shall be
         missing, broken damaged or destroyed to forthwith replace them with
         others of a similar kind and of equal value and to remove from the
         Demised Premises any moulding, sign, writing or painting of the name or
         business of the Tenant or occupiers and if so required by the Landlord,
         but not otherwise, to remove and make good to the original prevailing
         condition, all alterations or additions made to the Demised Premises by
         the Tenant including the making good of any damage caused to the
         Demised Premises by the removal of the Tenant's fixtures, fittings,
         furniture and effects.


4.8      RIGHTS OF ENTRY BY LANDLORD

         To permit the Landlord with all necessary materials and appliances at
         all reasonable times upon reasonable prior notice (except in cases of
         emergency) to enter and remain upon the Demised Premises for any of the
         following purposes:-

4.8.1             to view and examine the state and condition of the Demised
                  Premises and to take schedules or inventories of the
                  Landlord's fixtures;

4.8.2             to exercise any of the rights excepted and reserved by this
                  Lease;

4.8.3             for any other purpose connected with the interest of the
                  Landlord in the Demised Premises or the Building, including
                  but not limited to, valuing or disposing of any interest of
                  the Landlord.


4.9      TO COMPLY WITH NOTICES

         Whenever the Landlord shall give written notice to the Tenant of any
         defects, wants of repair or breaches of covenant, the Tenant shall
         within sixty (60) days of such notice, or sooner if requisite, make
         good and remedy the breach of covenant to the reasonable satisfaction
         of the Landlord and if the Tenant shall fail within twenty-one (21)
         days of such notice, or as soon as reasonably possible in the case of
         emergency, to commence and then diligently and expeditiously to
         continue to comply with such notice, the Landlord may enter the Demised
         Premises and carry out or 
<PAGE>   16
         cause to be carried out all or any of the works referred to in such
         notice and all costs and expenses thereby incurred shall be paid by the
         Tenant to the Landlord on demand, and in default of payment, shall be
         recoverable as rent in arrear.


4.10     DANGEROUS MATERIALS AND USE OF MACHINERY

4.10.1            Not to bring into the Building or keep in or on the Demised
                  Premises any article or thing which is or might become
                  dangerous, offensive, unduly combustible or inflammable,
                  radio-active or explosive or which might unduly increase the
                  risk of fire or explosion;

4.10.2            Not to keep or operate in the Demised Premises any machinery
                  which shall be unduly noisy or cause vibration or which is
                  likely to annoy or disturb the other tenants and occupiers of
                  the Building or of the Adjoining Property.


4.11     OVERLOADING FLOORS AND SERVICES

4.11.1            Not to overload the floors of the Demised Premises or suspend
                  any excessive weight from the roofs, ceilings, walls,
                  stanchions or structure of the Building and not to overload
                  the Utilities and Conduits in or serving the Building;

4.11.2            Subject to Clauses 4.10.2 and 4.11.1, not to install any
                  machinery, apparatus, equipment or installation (other than
                  standard office equipment) without first notifying and
                  advising the Landlord of the technical specifications thereof
                  and obtaining the Landlord's prior written consent.

4.11.3            Not to do anything which may subject the Demised Premises or
                  the Building or any parts thereof to any strain beyond that
                  which they are designed to bear with due margin for safety;

4.11.4            to observe the weight limits and capacity prescribed for all
                  lifts in the Building.


4.12     CONDUITS

         Not to discharge into any Conduits any oil or grease or any noxious or
         deleterious effluent or substance whatsoever 
<PAGE>   17
         which may cause an obstruction or might be or become a source of
         danger, or which might injure the Conduits or the drainage system of
         the Building or the Adjoining Property.


4.13     DISPOSAL OF REFUSE

         Not to deposit in or on the Common Parts any trade empties, rubbish or
         refuse of any kind, other than in proper receptacles, provided for the
         purpose or as may be designated by the Landlord and not to burn any
         rubbish or refuse on the Demised Premises.


4.14     OBSTRUCTION OF COMMON PARTS

         Not to do anything whereby the Common Parts or other areas over which
         the Tenant may have rights of access or use may be damaged, or the fair
         use thereof by others may be obstructed in any manner whatsoever AND
         not to park any vehicles of any description upon any road or open area
         within the curtilage of the Building.


4.15     PROHIBITED USERS

4.15.1            Not to use the Demised Premises or any part thereof for any
                  public or political meeting, public exhibition or public
                  entertainment show or spectacle of any kind, nor for any
                  dangerous, noisy, noxious or offensive trade, business or
                  occupation whatsoever, nor for any illegal or immoral purpose,
                  nor for residential or sleeping purposes;

4.15.2            Not to use the Demised Premises or any part thereof for
                  gambling, betting, gaming or wagering, or as a betting office,
                  or as a club, or for the sale of beer, wines and spirits, and
                  not to play or use any musical instrument, record player, loud
                  speaker or similar apparatus in such a manner as to be audible
                  outside the Demised Premises, and not to hold any auction on
                  the Demised Premises;

4.15.3            Not to place outside the Demised Premises, nor to expose from
                  the windows of the Demised Premises, any articles, goods or
                  things of any kind.


4.16     USER
<PAGE>   18
4.16.1            Not without the prior written consent of the Landlord (which
                  consent shall not be unreasonably withheld) to use the Demised
                  Premises or any part thereof except for the Permitted User


4.16.2            Not to leave the Demised Premises continuously unoccupied
                  (other than for normal holiday periods) without notifying the
                  Landlord and providing such caretaking or security
                  arrangements as the Landlord shall reasonably require in order
                  to protect the Demised Premises from vandalism, theft or
                  unlawful occupation;

4.16.3            At all times to comply with all requirements of the relevant
                  Local Authority in connection with the user of the Demised
                  Premises for the purpose of the Tenant's business;

4.16.4            to provide the Landlord with the name, address and home
                  telephone number of at least two authorised key holders for
                  the time being of the Demised Premises and to notify the
                  Landlord of any changes in the person(s) so authorised as
                  keyholders of the Demised Premises;


4.17      NUISANCE

          Not to do anything in or about the Demised Premises or the Building
          which may be or become a nuisance, or which may cause damage,
          annoyance, inconvenience or disturbance to the Landlord or the other
          tenants in the Building or the owners, tenants or occupiers of the
          Adjoining Property, or which may be injurious to the value, tone,
          amenity or character of the Building.


4.18      ALTERATIONS

4.18.1            Not to make any alterations or additions to the Landlord's
                  fixtures or to any of the Conduits without obtaining the prior
                  written consent of the Landlord (such consent not to be
                  unreasonably withheld);

4.18.2            Not to make any alterations or additions of a non-structural
                  nature to the Demised Premises without obtaining the prior
                  written consent of the Landlord, (such consent not to be
                  unreasonably withheld), PROVIDED ALWAYS that the Tenant shall
                  be permitted to install in the Demised Premises from time 
<PAGE>   19
                  to time non-structural partitions of a de-mountable nature
                  without the requirement for Landlord's prior written consent
                  Provided However that same shall be removed forthwith upon the
                  Landlord's request or at the expiration or sooner
                  determination of the Term the Tenant making good any damage
                  caused by the erection and removal of such partitions;

4.18.3            The Landlord may, as a condition of giving any such consent,
                  require the Tenant to enter into such covenants, as the
                  Landlord shall require, regarding the execution of any such
                  works and the reinstatement of the Demised Premises at the end
                  or sooner determination of the Term.

4.18.4            If any alterations or additions to or within the Demised
                  Premises result in a variation of the reinstatement cost of
                  the Demised Premises from the said cost prior to such
                  alterations or additions;

4.18.4.1                  Forthwith to give notice in writing to the Landlord of
                          the variation in value so caused to enable the
                          Landlord to alter the insurance cover in respect of
                          the Demised Premises;

4.18.4.2                  To pay or reimburse to the Landlord any shortfall of
                          insurance cover caused by a failure to comply with the
                          requirements in Sub-Clause 4.18.4.1;

4.18.4.3                  Notice under Sub-Clause 4.18.4.1 notifying the
                          variation of the reinstatement cost shall only be
                          sufficient notice if it refers to the Sub-Clause in
                          question and the Landlord shall not otherwise be
                          deemed to have received such notice or to be
                          responsible for varying the said insurance cover.


4.19      SIGNS, ADVERTISEMENTS AND BLINDS

4.19.1            Not to erect or display on the exterior of the Demised
                  Premises or in the windows thereof so as to be visible from
                  the exterior, any pole, flag, aerial, advertisement poster,
                  notice or other sign or thing whatsoever, save that the Tenant
                  may display on the entrance door to the Demised Premises a
                  sign stating the Tenant's name and business or profession on
                  obtaining the prior written consent of the Landlord to the
                  size, style and the position thereof and the materials to be
                  used (such consent not to be unreasonably withheld).
<PAGE>   20
         4.19.2   Not to install any blind or blinds in the windows of the
                  Demised Premises other than such as shall be approved in
                  writing by the Landlord.


 4.20     ALIENATION

          Not to assign, transfer, underlet, mortgage, charge or part with the
          possession or occupation of the Demised Premises or any part thereof
          or suffer any person to occupy the Demised Premises or any part
          thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the
          Landlord shall not unreasonably withhold its consent to an assignment
          of the entire or to an underletting of the entire or part (which for
          the avoidance of doubt shall mean an entire floor only and not part
          thereof and such underletting of part shall be for a term of four
          years and nine months only) of the Demised Premises to an assignee or
          underlessee of good and sufficient financial standing and otherwise
          reasonably acceptable to the Landlord subject always to the following
          provisions or such of them as may be appropriate, that is to say:-

4.20.1            The Tenant shall prior to any such alienation as aforesaid
                  apply to the Landlord and give all reasonable information
                  concerning the proposed transaction and concerning the
                  proposed assignee, under-lessee or disponee as the Landlord
                  may require;

4.20.2            An assignee or underlessee shall be deemed to be of sufficient
                  financial standing if it or its Guarantor's pre-tax profit in
                  its audited accounts for the previous three financial years is
                  not less than 2-1/2 times the rents hereby reserved or if it
                  provides a guarantee of a bank licensed to carry on business
                  in Ireland in respect of 12 months rent and outgoings for any
                  period or period during the entire of the first 5 years of the
                  assignee's or underlessee's occupation of the Demised
                  Premises.

4.20.3            The Landlord's consent to any such alienation shall be in
                  writing and shall be given in such manner as the Landlord
                  shall decide and the Tenant shall pay the reasonable costs of
                  the Landlord in connection with the furnishing of such
                  consent;

4.20.4            In the case of an assignment to a limited liability company,
                  it shall be deemed reasonable for the Landlord to require that
                  two sureties satisfactory to the Landlord shall join in such
                  consent as aforesaid as sureties for such Company in order
                  jointly and severally to covenant with the Landlord in the
                  manner 
<PAGE>   21
                  described in the guarantee contained in the Sixth Schedule
                  (mutatis mutandis) and where necessary such guarantee shall
                  contain provisions similar to those in Clause 7.10.1 to 7.10.5
                  inclusive; Provided however that if the assignee or
                  underlessee provides a bank guarantee in accordance with the
                  provisions of Clause 4.20.2 above no further guarantees or
                  sureties shall called for;

4.20.5            In the case of an under-lease the same shall be of the entire
                  of the Demised Premises and the same shall be made without
                  taking a fine or premium at the then current market rent or at
                  the rent payable hereunder at the time of the granting of such
                  under-lease (whichever is the higher) and the under-lessee
                  shall, if required by the Landlord, enter into a direct
                  covenant with the Landlord to perform and observe all the
                  covenants (other than that for payment of the rents hereby
                  reserved) and conditions herein contained and every such
                  under-lease shall also be subject to the following conditions,
                  that is to say that it shall contain:-

4.20.5.1                  provisions for the review of the rent thereby reserved
                          (which the Tenant hereby covenants to operate and
                          enforce) on an upwards only basis corresponding both
                          as to terms and dates and in all other respects
                          (mutatis mutandis) with the rent review provisions
                          contained in this Lease;

4.20.5.2                  a covenant, condition or proviso under which the rent
                          from time to time payable under such under-lease shall
                          not be less than the rent from time to time payable
                          hereunder;

4.20.5.3                  a covenant by the undertenant (which the Tenant hereby
                          covenants to enforce) prohibiting the undertenant from
                          doing or suffering any act or thing upon or in
                          relation to the Demised Premises inconsistent with, or
                          in breach of, the provisions of this Lease;

4.20.5.4                  a condition for re-entry on breach of any covenant by
                          the undertenant;

4.20.5.5                  the same restrictions as to alienation, assignment,
                          underletting, parting with or sharing the possession
                          or occupation of the premises underlet;

4.20.6               To enforce at the Tenant's own expense the 
<PAGE>   22
                     performance and observance by every such undertenant of the
                     covenants, provisions and conditions of the under-lease and
                     not, at any time, either expressly or by implication, to
                     waive any breach of the same;

 4.20.7              Not to agree any reviewed rent with the undertenant or any
                     rent payable on any renewal thereof without the prior
                     written consent of the Landlord (such consent not to be
                     unreasonably withheld);

 4.20.8              Not to vary the terms or accept any surrender of any
                     permitted under-lease without the prior written consent of
                     the Landlord, such consent not to be unreasonably withheld;

 4.20.9              As long as the Tenant is Visio International Limited, the
                     original tenant in the within Lease the Tenant may permit a
                     Company within the Visio group of companies to occupy the
                     whole or part of the Demised Premises as a licencee only or
                     if as a tenant the tenancy shall be for a term of not more
                     than four years and nine months.

 4.20.10             Any such licence or tenancy as referred to in Clause 4.20.9
                     shall be subject to the Landlord's prior written consent
                     which shall not be unreasonably withheld or delayed.


 4.21     REGISTRATION OF DISPOSITIONS

          Within twenty-one (21) days of every alienation, assignment, transfer,
          assent, under-lease, assignment of under-lease, mortgage, charge
          (including lodgment of the relevant document or instrument as
          security) or any other disposition, whether mediate or immediate, of
          or relating to the Demised Premises or any part thereof, to produce to
          and leave with the Landlord or its solicitors a certified copy of the
          deed, instrument or other document evidencing or effecting such
          disposition and to pay to the Landlord's solicitors their reasonable
          legal costs and other expenses in connection with such alienation.


 4.22     DISCLOSURE OF INFORMATION

          Upon making any application or request in connection with the Demised
          Premises or this Lease, to disclose to the Landlord such information
          as the Landlord may reasonably require and, whenever the Landlord
          shall reasonably request, to supply full particulars;
<PAGE>   23
4.22.1               of all persons in actual occupation or possession of the
                     Demised Premises and of the right in which they are in such
                     occupation or possession, and

 4.22.2              of all persons having an interest in the Demised Premises
                     (other than in the reversion to the Term).

 4.22.3              upon any change of name of the Tenant, being a company, to
                     furnish to the Landlord a certified copy of the Certificate
                     of Incorporation on Change of Name.



 4.23     LANDLORD'S COSTS

          To pay and indemnify the Landlord against all reasonable costs, fees,
          charges, disbursements and expenses properly incurred by the Landlord,
          including, but not limited to, those payable to solicitors, counsel,
          architects, surveyors and sheriffs

 4.23.1              in relation to the preparation and service of a notice
                     under Section 14 of the 1881 Act and of any proceedings
                     under the 1881 Act and/or the 1860 Act (whether or not any
                     right of re-entry or forfeiture has been waived by the
                     Landlord or a notice served under Section 14 of the 1881
                     Act has been complied with by the Tenant and
                     notwithstanding that forfeiture has been avoided otherwise
                     than by relief granted by the Court);

 4.23.2              in relation to the preparation and service of all notices
                     and schedules relating to wants of repair, whether served
                     during or after the expiration of the Term (but relating in
                     all cases only to such wants of repair that accrued not
                     later than the expiration or sooner determination of the
                     Term);

 4.23.3              in connection with the recovery or attempted recovery of
                     arrears of rent or other sums due from the Tenant, or in
                     procuring the remedying of the breach of any covenant by
                     the Tenant;

 4.23.4              in relation to any application for consent required or made
                     necessary by this Lease whether or not the same is granted
                     (except in cases where the Landlord is obliged not to
                     unreasonably withhold its consent and the withholding of
                     its consent is held to be unreasonable), or whether or not
                     the application has been withdrawn;
<PAGE>   24
 4.23.5              In relation to any application made by the Landlord at the
                     request of the Tenant and whether or not such application
                     is accepted, refused or withdrawn.



 4.24     STATUTORY REQUIREMENTS

 4.24.1              At the Tenant's own expense, to comply in all respects with
                     the provisions of all Acts, Statutory Instruments, Bye Laws
                     and other regulations now in force or which may hereafter
                     be in force and any other obligations imposed by law
                     relating to the Demised Premises or the user thereof;

4.24.2               To execute all works and provide and maintain all
                     arrangements upon or in respect of the Demised Premises or
                     the user thereof, which are directed or required (whether
                     by the Landlord, Tenant or occupier) by any statute now in
                     force or which may hereafter be in force or by any
                     government department, local or other competent authority
                     or duly authorised officer or court of competent
                     jurisdiction acting under or in pursuance of any statute
                     and to indemnify and keep the Landlord indemnified against
                     all costs, charges, fees and expenses of or incidental to
                     the execution of any works or the provision or maintenance
                     of any arrangements so directed or required;

 4.24.3              Not to do in or near the Demised Premises, any act or thing
                     by reason of which the Landlord may, under any statute,
                     incur or have imposed upon it or become liable to pay any
                     penalty, damages, compensation, costs, charges or expenses.


 4.25     PLANNING ACTS, BUILDING CONTROL ACT AND PUBLIC HEALTH ACTS

4.25.1               Not to do anything on or in connection with the Demised
                     Premises the doing or omission of which shall be a
                     contravention of the Planning Acts, the Building Control
                     Act or (if applicable) the Public Health Acts or of any
                     notices, orders, licences, consents, permissions and
                     conditions (if any) served, made, granted or imposed
                     thereunder and to indemnify (as well after the expiration
                     of the Term by effluxion of time or otherwise as during its
                     continuance) and keep indemnified the Landlord against all
                     actions, 
<PAGE>   25
                     proceedings, damages, penalties, costs, charges, claims and
                     demands in respect of such acts and omissions or any of
                     them and against the costs of any application for planning
                     permission, commencement notices, fire safety certificates
                     and the works and things done in pursuance thereof;

4.25.2               In the event of the Landlord giving written consent to any
                     of the matters in respect of which the Landlord's consent
                     shall be required under the provisions of this Lease or
                     otherwise and in the event of permission or approval from
                     any local authority under the Planning Acts or the Building
                     Control Act or the Public Health Acts being necessary for
                     any addition, alteration or change in or to the Demised
                     Premises or for the change of user thereof, to apply, at
                     the cost of the Tenant, to the relevant local authority for
                     all approvals, certificates, consents and permissions which
                     may be required in connection therewith and to give notice
                     to the Landlord of the granting or refusal (as the case may
                     be) together with copies of all such approvals,
                     certificates, consents and permissions forthwith on the
                     receipt thereof and to comply with all conditions,
                     regulations, bye laws and other matters prescribed by any
                     competent authority either generally or specifically in
                     respect thereof and to carry out such works at the Tenant's
                     own expense in a good and workmanlike manner to the
                     satisfaction of the Landlord;

 4.25.3              To give notice forthwith to the Landlord of any notice,
                     order or proposal for a notice or order served on the
                     Tenant under the Planning Acts or the Building Control Act
                     or the Public Health Acts and if so required by the
                     Landlord to produce the same and at the request of the
                     Landlord but at the cost of the Tenant, to make or join in
                     making such objections or representations in respect of any
                     proposal as the Landlord may require;

 4.25.4              To comply at its own cost with any notice or order served
                     on the Tenant under the provisions of the Planning Acts or
                     the Building Control Act or the Public Health Acts;

4.25.5               Not to implement any planning permission before it and any
                     necessary fire safety certificates have been produced to
                     and approved in writing by the Landlord (such approval not
                     to be unreasonably withheld) PROVIDED THAT the Landlord may
                     refuse to approve such planning permission or fire safety
                     certificate on the grounds that any condition contained 
<PAGE>   26
                     in it or anything omitted from it or the period referred to
                     in it would, in the reasonable opinion of the Landlord, be
                     or be likely to be, prejudicial to the Landlord's interest
                     in the Demised Premises.

 4.25.6              To produce to the Landlord on demand all plans, documents
                     and other evidence as the Landlord may reasonably require
                     in order to satisfy itself that all of the provisions in
                     this covenant have been complied with.


 4.26     STATUTORY NOTICES

          Within fourteen(14) days of receipt of the same (or sooner if
          requisite having regard to the requirements of the notice or order in
          question or the time limits stated therein) to produce to the Landlord
          a true copy and any further particulars required by the Landlord of
          any notice or order or proposal for the same given to the Tenant and
          relevant to the Demised Premises or the occupier thereof by any
          government department or local or public or statutory authority, and,
          without delay, to take all necessary steps to comply with the notice
          or order in so far as the same is the responsibility of the Tenant,
          and, at the request of the Landlord but at the cost of the Tenant, to
          make or join with the Landlord in making such objection or
          representation against or in respect of any such notice, order or
          proposal as the Landlord shall deem expedient.


 4.27     FIRE AND SAFETY PRECAUTIONS AND EQUIPMENT

 4.27.1              To comply with the requirements and reasonable
                     recommendations (whether notified or directed to the
                     Landlord and then to the Tenant or directly to the Tenant)
                     of the appropriate local authority, the insurers of the
                     Building and the Landlord in relation to fire and safety
                     precautions affecting the Demised Premises;

 4.27.2              Not to obstruct the access to or means of working any fire
                     fighting, extinguishing and other safety appliances for the
                     time being installed in the Demised Premises or in the
                     Building or the means of escape from the Demised Premises
                     or the Building in case of fire or other emergency.


 4.28     ELECTRO-MAGNETIC COMPATIBILITY

          To ensure that all electrical and electronic equipment located 
<PAGE>   27
          placed or installed in the Demised Premises is, insofar as it is
          reasonably practicable and foreseeable to do so, located, placed or
          installed and kept and maintained in such place and in such manner as
          to avoid or minimize electromagnetic interference, including
          malfunction in its own or in other electrical and electronic equipment
          in the Building, including in particular (but without prejudice to the
          generality of the foregoing), data transmission systems;


 4.29     ENCROACHMENTS AND EASEMENTS

          Not to stop up, darken or obstruct any of the windows or lights
          belonging to the Demised Premises and not to permit any new window,
          light, opening, doorway, passage, Conduit or other encroachment or
          easement to be made or acquired into, upon or over the Demised
          Premises or any part thereof, and in case any person shall attempt to
          make or acquire any encroachment or easement whatsoever, to give
          written notice thereof to the Landlord immediately the same shall come
          to the notice of the Tenant, and, at the request of the Landlord but
          at the cost of the Tenant, to adopt such means as may be reasonably
          required by the Landlord for preventing any such encroachment or the
          acquisition of any such easement.

 4.30     RELETTING NOTICES

          To permit the Landlord at all reasonable times during the last six (6)
          months of the Term to enter upon the Demised Premises and affix and
          retain without interference upon any suitable parts of the Demised
          Premises (but not so as to materially affect the access of light and
          air to the Demised Premises) notices for reletting the same and not to
          remove or obscure the said notices and to permit all persons with the
          written authority of the Landlord to view the Demised Premises at all
          reasonable hours in the daytime, upon prior notice having been given.


 4.31     INDEMNITY

4.31.1               To keep the Landlord fully indemnified from and against all
                     actions, proceedings, claims, demands, losses, costs,
                     expenses, damages and liability arising in any way directly
                     or indirectly out of any act, omission or negligence of the
                     Tenant or any persons in on or about the Demised Premises
                     expressly or impliedly with the Tenant's authority or the
                     user of the Demised Premises or any breach of the Tenant's
                     covenants or the conditions or other provisions contained
                     in this Lease;
<PAGE>   28
4.31.2               To effect and keep in force during the Term such public
                     liability, employer's liability and other policies of
                     insurance (to the extent that such insurance cover is
                     available) as may be necessary to cover the Tenant against
                     any claim arising under this covenant and to extend such
                     policies of insurance so that the Landlord is indemnified
                     by the insurers in the same manner as the Tenant AND
                     whenever required to do so by the Landlord, to produce to
                     the Landlord the said policy or policies together with
                     satisfactory evidence that the same is/are valid and
                     subsisting and that all premiums due thereon have been
                     paid.


4.32      LANDLORD'S REGULATIONS

          To comply with all reasonable regulations made by the Landlord from
          time to time and notified to the Tenant in writing for the general
          management and security of the Building and any other areas used or to
          be used in common with others.



4.33      STAMP DUTY AND VALUE ADDED TAX

          To pay to the Landlord the stamp duty payable on this Lease and the
          counterpart thereof and to pay and indemnify the Landlord against any
          Value Added Tax payable on the delivery hereof or on the rents
          reserved herein.



5.        LANDLORD'S COVENANTS

          The Landlord HEREBY COVENANTS with the Tenant as follows:-


5.1       QUIET ENJOYMENT

          That the Tenant paying the rents reserved by this Lease and performing
          and observing the covenants on the part of the Tenant herein
          contained, shall and may peaceably hold and enjoy the Demised Premises
          during the Term without any interruption by the Landlord or any person
          lawfully claiming through,under, or in trust for it.


5.2       PROVISION OF SERVICES
<PAGE>   29
          Subject to reimbursement by the Tenant of the Service Charge, to use
          all reasonable endeavours to provide the following services in
          accordance with the principles of good estate management:-

 5.2.1               REPAIRS

                     To keep the Retained Parts in good repair and condition;


 5.2.2               COMMON PARTS

                     To keep clean and maintained in a proper manner, the Common
                     Parts including the outside windows thereof and to keep
                     same adequately lighted, where appropriate, during the
                     Business Hours;


 5.2.3               LIFTS

                     During the Business Hours, to provide a lift service by the
                     operation of the lifts now installed or by such substituted
                     lifts as the Landlord, in its absolute discretion, may from
                     time to time decide to install;


 5.2.4               HEATING

                     During the Business Hours, to provide heating to the
                     Demised Premises and the Common Parts to such temperatures
                     as the Landlord may, from time to time, consider adequate
                     and for such periods of the year as the Landlord shall deem
                     desirable;


 5.2.5               STAFF

                     To employ such staff as the Landlord may, in its absolute
                     discretion, deem desirable or necessary to enable it to
                     provide all or any of the services in the Building and for
                     the general management and security of the Building;


 5.2.6               NAME BOARDS

                     To provide and install name boards of such size and design
                     as the Landlord may, in its absolute discretion, determine
                     in the main entrance to the Building and at 
<PAGE>   30

                     such other locations as the Landlord may consider
                     desirable;


5.2.7                OPEN AREAS

                     To repair and maintain those parts of the Building which
                     are not built upon and to keep the same clear of all
                     rubbish and free from weeds and to provide and maintain, at
                     the Landlord's discretion, such plants, shrubs, trees or
                     garden or grassed areas as may be appropriate and to keep
                     the same planted and the grass cut.


5.2.8                OTHER SERVICES

                     Any other services which in the reasonable opinion of the
                     Landlord are necessary or desirable from time to time in
                     accordance with the principles of good estate management
                     for the comfort convenience and security of the tenants,
                     occupiers and users of the Building or any part or parts
                     thereof;



6.        INSURANCE


6.1       LANDLORD TO INSURE


          Subject to the Landlord being able to effect insurance against any one
          or more of the items referred to in this sub-clause and subject to
          reimbursement by the Tenant of the sums referred in paragraph 3.2 of
          the reddendum, the Landlord covenants with the Tenant to insure the
          following in the name of the Landlord:-

6.1.1                the Building against loss or damage by the Insured Risks in
                     the full reinstatement cost thereof (to be determined from
                     time to time by the Landlord or his Surveyor or
                     Professional Adviser) including;

6.1.2                Architects, Surveyors, Consultants and other professional
                     fees (including Value Added Tax thereon);

6.1.3                the costs of shoring up, demolishing, site clearing and
                     similar expenses;

6.1.4                all stamp duty and other taxes or duties exigible on any
<PAGE>   31
                     building or like contract as may be entered into and all
                     other incidental expenses relative to the reconstruction,
                     reinstatement or repair of the Building;

6.1.5                such provision for inflation as the Landlord in its
                     absolute discretion shall deem appropriate;

6.1.6                the loss of rent and the Service Charge, from time to time
                     payable, or reasonably estimated to be payable under this
                     Lease (taking account of any review of the rent which may
                     become due under this Lease) following loss or damage to
                     the Building by the Insured Risks, for four (4) years or
                     such longer period as the Landlord may, from time to time,
                     reasonably deem to be necessary, having regard to the
                     likely period required for obtaining planning permission
                     and bye law approval (if applicable) and any other consents
                     and approvals for reinstating the Building;

6.1.7                property owners, public, employer's, all necessary
                     engineering insurances and other liability of the Landlord
                     arising out of or in relation to the Building; and

6.1.8                such other insurances as the Landlord may, in its
                     discretion from time to time, deem necessary to effect.


6.2       LANDLORD TO PRODUCE EVIDENCE OF INSURANCE

6.2.1     At the request of the Tenant, the Landlord shall and hereby covenants
          with the Tenant to produce to the Tenant reasonable evidence from the
          insurers of the terms of the insurance policy/policies and the fact
          that the policy/policies is subsisting and in effect.

6.2.2     The Landlord shall use all reasonable endeavours:

          (i)        to procure a waiver from its insurers of all subrogation
                     rights against the Tenant in respect of damage caused or
                     contributed to by the Tenant in respect of the Demised
                     Premises;

          (ii)       a letter from its insurers confirming that it will give the
                     Tenant twenty eight days prior written notice of any lapse
                     in the policy;


6.3       DESTRUCTION OF THE DEMISED PREMISES
<PAGE>   32
          If the Building or any part thereof is destroyed or damaged by any of
          the Insured Risks so as to render the Demised Premises unfit for use
          and occupation then:-

 6.3.1               unless payment of the insurance moneys shall be refused in
                     whole or in part by reason of any act neglect or default of
                     the Tenant or the servants agents licensees or invitees of
                     the Tenant or any under-tenant or any person under its or
                     their control; and

 6.3.2               subject to the Landlord being able to obtain any necessary
                     planning permission and fire safety certificates and all
                     other necessary licences, approvals and consents (in
                     respect of which the Landlord shall use its reasonable
                     endeavours to obtain without delay); and

 6.3.3               subject to the necessary labour and materials being and
                     remaining available (in respect of which the Landlord shall
                     use its reasonable endeavours to obtain as soon as
                     practicable);

          the Landlord shall lay out the proceeds of such insurance, (other than
          any in respect of the loss of rent and Service Charge) in the
          rebuilding and reinstating of the Building or the part or parts
          thereof so destroyed or damaged, substantially as the same were prior
          to any such destruction or damage (but not so as to provide
          accommodation identical in layout and manner or method of construction
          if it would not be reasonably practical to do so).


 6.4      WHERE REINSTATEMENT IS PREVENTED

          If the Landlord is prevented (for whatever reason) from rebuilding or
          reinstating the Demised Premises or the Building, the Landlord shall
          be relieved from such obligation and shall be solely entitled to all
          the insurance moneys and if such rebuilding and reinstating shall
          continue to be so prevented for four (4) years after the date of the
          destruction or damage and this Lease has not been terminated by
          frustration, either the Landlord or the Tenant may at any time after
          the expiry of such four (4) years by written notice given to the
          Tenant or the Landlord as the case may be determine this demise but
          without prejudice to any claim by either party against the other in
          respect of any antecedent breach of covenant.


 6.5      CESSER OF RENT AND SERVICE CHARGE
<PAGE>   33
          In case the Building or any part or parts thereof shall be destroyed
          or damaged by any of the Insured Risks so as to render the Demised
          Premises unfit for use and occupation and the insurance shall not have
          been vitiated or payment of the policy moneys refused in whole or in
          part as a result of some act or default of the Tenant or any
          under-tenant or any person under its or their control, then the rent
          first reserved by this Lease and the Service Charge or a fair
          proportion thereof, according to the nature and extent of the damage
          sustained, shall be suspended until the Demised Premises or the part
          destroyed or damaged shall be again rendered fit for beneficial use
          and occupation and accessible or until the expiration of four (4)
          years from the date of the destruction or damage (whichever is the
          earlier) and any dispute regarding the cesser of rent shall be
          referred to a single arbitrator to be appointed, in default of
          agreement, upon the application of either party, by or on behalf of
          the President (or other officer endowed with the functions of such
          President) for the time being of the Society of Chartered Surveyors in
          accordance with the provisions of the Arbitration Acts 1954 to 1980.


 6.6      INSURANCE BECOMING VOID

          The Tenant shall not do or omit to do anything that could cause any
          policy of insurance in respect of or covering the Demised Premises or
          the Building or such of any Adjoining Property as may be owned by the
          Landlord to become void or voidable wholly or in part nor (unless the
          Tenant has previously notified the Landlord and agreed to pay the
          increased premium) do anything whereby any abnormal or loaded premium
          may become payable and the Tenant shall, on demand, pay to the
          Landlord all expenses incurred by the Landlord in renewing any such
          policy.


 6.7      NOTICE BY TENANT

          The Tenant shall give notice to the Landlord forthwith upon the
          happening of any event or thing which might affect any insurance
          policy relating to the Demised Premises or (in so far as the Tenant
          may be aware) the Building.



 7.       PROVISOS

          PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-
<PAGE>   34
7.1      FORFEITURE

         Without prejudice to any other right, remedy or power herein contained
         or otherwise available to the Landlord:-

7.1.1             if the rents reserved by this Lease or any part or parts
                  thereof shall be unpaid for twenty one (21) days after
                  becoming payable (whether formally demanded or not); or

7.1.2             if any of the covenants by the Tenant contained in this Lease
                  shall not be performed or observed; or

7.1.3             if the Tenant and/or the Guarantor (either or both being a
                  body corporate) has a winding-up petition presented against it
                  or passes a winding-up resolution (other than in connection
                  with a members' voluntary winding up for the purposes of an
                  amalgamation or reconstruction which has the prior written
                  approval of the Landlord) or resolves to present its own
                  winding-up petition or is wound-up (whether in Ireland or
                  elsewhere) or a Receiver and Manager is appointed in respect
                  of the Demised Premises or any part thereof or of the Tenant
                  or the Guarantor; or

7.1.4             if the Tenant and/or the Guarantor (either or both being an
                  individual, or if more than one individual, then any one of
                  them) has a bankruptcy petition presented against him or is
                  adjudged bankrupt (whether in Ireland or elsewhere) or suffers
                  any distress or execution to be levied on the Demised Premises
                  or enters into composition with his creditors or shall have a
                  receiving order made against him,

         THEN, and in any such case, the Landlord may at any time thereafter
         re-enter the Demised Premises or any part thereof in the name of the
         whole and thereupon the Term shall absolutely cease and determine but
         without prejudice to any rights or remedies which may then have accrued
         to the Landlord against the Tenant in respect of any antecedent breach
         of any of the covenants or conditions contained in this Lease.


7.2      NO IMPLIED EASEMENTS

         Nothing herein contained shall impliedly confer upon or grant to the
         Tenant any easement, right or privilege other than those expressly
         granted by this Lease.

<PAGE>   35

7.3      EXCLUSION OF WARRANTY AS TO USER

7.3.1    Nothing contained in this Lease or in any consent granted by the
         Landlord under this Lease shall imply or warrant that the Demised
         Premises may be used under the Planning Acts or the Building Control
         Act and the Public Health Acts for the purpose herein authorised or any
         purpose subsequently authorised and the Tenant hereby acknowledges and
         admits that the Landlord has not given or made at any time any
         representation or warranty that any such use is or will be or will
         remain a permitted use under the Planning Acts;

7.3.2    The Landlord hereby warrants that at the date of the granting of this
         Lease that the Demised Premises comply with the Fire Officer's
         requirements and with building bye-laws.


7.4      REPRESENTATIONS

         The Tenant acknowledges that this Lease has not been entered into in
         reliance wholly or partly on any statement or representation made by or
         on behalf of the Landlord, except any such statement or representation
         that is expressly set out in this Lease.


7.5      USE OF DEMISED PREMISES OUTSIDE BUSINESS HOURS

         If the Tenant shall desire, from time to time, to use the Demised
         Premises outside the Business Hours, then (subject to the Landlord
         being able to provide such staff, services and security for the
         Building, as the Landlord may, in its absolute discretion, consider
         necessary or desirable) the Tenant shall be entitled to use and occupy
         the Demised Premises and have access thereto on the following terms and
         conditions:-

7.5.1             the Tenant on each occasion shall make prior arrangements with
                  the Landlord or with the Surveyor or caretaker and shall
                  comply with any reasonable requirements as to the use and
                  occupation of the Demised Premises and the means of access
                  thereto;

7.5.2             the Tenant shall pay to the Landlord, on demand, the whole of
                  the costs and expenses attributable to the provision of any
                  staff, services and security;

7.5.3             the Landlord shall not be obliged to provide any services to
                  the Demised Premises or the Building if the Landlord shall, at
                  any time in its absolute discretion, consider it impractical
                  to do so.

<PAGE>   36

7.6      FAILURE BY LANDLORD TO PROVIDE SERVICES

         The Landlord shall not be liable to the Tenant in respect of any
         failure by the Landlord to perform any of the services referred to in
         this Lease, whether express or implied, unless and until the Tenant has
         notified the Landlord of such failure and the Landlord has failed
         within a reasonable time to remedy the same and then in such case the
         Landlord shall (subject to the provisions of Clause 7.7 below) be
         liable to compensate the Tenant only for actual (but not consequential)
         loss or damage sustained by the Tenant after such reasonable time has
         elapsed.


7.7      EXCLUSION OF LANDLORD'S LIABILITY

         The Landlord shall not, in any circumstances, incur any liability for
         any failure or interruption in any of the services provided by the
         Landlord or for any inconvenience or injury to person or property
         arising from such failure or interruption due to mechanical breakdown,
         failure or malfunction, overhauling, maintenance, repair or
         replacement, strikes, labour disputes shortages of labour or materials,
         inclement weather or any cause or circumstance beyond the control of
         the Landlord but the Landlord shall use its reasonable endeavours to
         cause the service in question to be reinstated with the minimum of
         delay.


7.8      COVENANTS RELATING TO ADJOINING PROPERTY

         Nothing contained in or implied by this Lease shall give to the Tenant
         the benefit of or the right to enforce or to prevent the release or
         modification of any covenant, agreement or condition entered into by
         any tenant of the Landlord in respect of the Adjoining Property.


7.9      EFFECT OF WAIVER

         Each of the Tenant's covenants shall remain in full force both at law
         and in equity notwithstanding that the Landlord shall have waived or
         released temporarily any such covenant, or waived or released
         temporarily or permanently, revocably or irrevocably a similar covenant
         or similar covenants affecting other property belonging to the
         Landlord.


7.10     APPLICABLE LAW

7.10.1            This Lease shall in all respect be governed by and

<PAGE>   37

                  interpreted in accordance with the laws of Ireland;

7.10.2            For the benefit of the Landlord, both the Tenant and the
                  Guarantor hereby irrevocably agree that the Courts of Ireland
                  are to have jurisdiction to settle any disputes which may
                  arise out of or in connection with this Lease and that
                  accordingly any suit, action, or proceedings (together in this
                  Clause referred to as "proceedings") arising out of or in
                  connection with this Lease may be brought in such Courts;

7.10.3            The Tenant and the Guarantor hereby irrevocably waive any
                  objection which they or either of them may have now or
                  hereafter to the taking of any proceedings in any such Court
                  as is referred to in this Clause and any claim that any such
                  proceedings have been brought in an inconvenient forum and
                  further irrevocably agree that any judgment in any proceedings
                  brought in the Courts of Ireland shall be conclusive and
                  binding upon them and may be enforced in the courts of any
                  other jurisdiction;

7.10.4            Nothing contained in this clause shall limit the right of the
                  Landlord to take proceedings against the Tenant and/or the
                  Guarantor in any other Court of competent jurisdiction nor
                  shall the taking of proceedings in one or more jurisdictions
                  preclude the taking of proceedings in any other jurisdiction
                  whether concurrently or not;

7.10.5            The Tenant and the Guarantor hereby jointly and severally
                  agree that the proceedings may be served upon the Tenant and
                  or the Guarantor by delivery at the Demised Premises or at
                  such other address in Ireland as the Tenant and/or the
                  Guarantor (as the case may be) may from time to time notify to
                  the Landlord in writing for this purpose.


7.11     NOTICES

7.11.1            Any demand or notice required to be made, given to, or served
                  on the Tenant or the Guarantor under this Lease shall be duly
                  and validly made, given or served if addressed to the Tenant
                  or the Guarantor respectively (and, if there shall in either
                  case be more than one of them, then to any one of them) and
                  sent by pre-paid registered or recorded delivery mail, or sent
                  by telex or telegraphic facsimile transmission addressed (in
                  the case of a company) to its registered office, or (whether a
                  company or individual) to its last known address, or

<PAGE>   38

                  (in the case of a notice to the Tenant and/or the Guarantor)
                  to the Demised Premises;

7.11.2            Any notice required to be given to or served on the Landlord
                  shall be duly and validly given or served if sent by pre-paid
                  registered or recorded delivery mail, or sent by telex
                  telegraphic facsimile transmission addressed to the Landlord
                  at its registered office;


7.12     DISPUTES WITH ADJOINING OCCUPIERS

         Any dispute arising between the Tenant and other tenants or occupiers
         of the Building relating to any easement, quasi-easement, right,
         privilege or Conduit in connection with the Demised Premises or the
         Building shall be fairly and reasonably determined by the Landlord.


8.       SERVICE CHARGE

8.1      For the purpose of this Lease, the following expressions shall have the
         following meanings:-


8.1.1             "EXPENDITURE" means:

8.1.2             the aggregate of all costs, fees, expenses and outgoings
                  whatsoever incurred by the Landlord in complying with its
                  obligations in Clause 5.2 and in respect of the items set out
                  in the Seventh Schedule (whether or not the Landlord is
                  obliged by this Lease to incur the same);

8.1.3             such sums as the Landlord shall, in its absolute discretion,
                  consider desirable to set aside from time to time for the
                  purpose of providing for periodically recurring items of
                  expenditures, whether recurring at regular or irregular
                  intervals;

8.1.4             such provision for anticipated expenditure in respect of any
                  of the services to be provided by the Landlord or any of the
                  items referred to in the Seventh Schedule as the Landlord
                  shall, in its absolute discretion, consider fair and
                  reasonable in the circumstances;

8.1.5             "FINANCIAL YEAR" means the period from the 1st day of October
                  in every year to the 30th day of September the following year
                  or such other period as the Landlord may, in its absolute
                  discretion, from time to time

<PAGE>   39

                  reasonably determine;

8.1.6             "ESTIMATED EXPENDITURE" means for any Financial Year during
                  the Term, such sum as the Landlord shall, from time to time,
                  specify as being, in its absolute discretion, a fair and
                  reasonable estimate of the Expenditure for the current
                  Financial Year based upon a budget prepared by the Landlord
                  and submitted to the Tenant Provided That the Landlord may
                  from time to time during any Financial Year, as appropriate,
                  submit to Tenant revised budgets with respect to its estimate
                  of the Expenditure for that Financial Year whereupon
                  appropriate adjustments shall be made to such sum to reflect
                  the revised budget(s);

8.1.7             "ACCOUNTANT" means any person being a qualified chartered or
                  certified accountant appointed by the Landlord (including an
                  employee of the Landlord) to perform the function of an
                  accountant in relation to the Expenditure;


8.2      The Landlord shall, as soon as convenient after the end of each
         Financial Year, prepare an account showing the Expenditure for that
         Financial Year and containing a fair summary of the various items
         comprising the Expenditure and, upon such account being certified by
         the Surveyor or Accountant (a copy of which shall be supplied to the
         Tenant), the same shall save in the case of manifest error be
         conclusive evidence, for the purposes of this Lease, of all matters of
         fact referred to in the account;

8.3      The Tenant shall pay to the Landlord on account of the Service Charge
         for the period commencing on the Service Charge Commencement Date down
         to the end of the following Financial Year and thereafter during each
         subsequent Financial Year during the Term the same percentage of the
         Estimated Expenditure ("the Advance Payment") as that upon which the
         Service Charge is calculated and such payments shall be made by equal
         quarterly payments in advance on the Quarterly Gale Days (subject to
         adjustment if the Estimated Expenditure is revised as contemplated by
         the definition thereof) Provided Always that the first portion of the
         Advance Payment shall be a proportionate part of the first quarterly
         payment of the Advance Payment as notified to the Tenant prior to
         delivery of this Lease and shall be payable on the execution hereof in
         respect of the period from and including the Service Charge
         Commencement Date to the day before the Quarterly Gale Day following
         the Service Charge Commencement Date;

<PAGE>   40

 8.4     If the Service Charge for any Financial Year shall:-

 8.4.1            exceed the Advance Payment for that Financial year, the excess
                  shall be paid by the Tenant to the Landlord on demand; or
 
 8.4.2            be less than the Advance Payment for that Financial Year, the
                  overpayment shall be credited to the Tenant against the next
                  quarterly payment of the Service Charge.

 8.5     Any omission by the Landlord to include in any Financial Year a sum
         expended or a liability incurred in that Financial Year shall not
         preclude the Landlord from including such sum or the amount of such
         liability in any subsequent Financial Year, as the Landlord shall
         reasonably determine.

 8.6     In performing its obligations contained in Clause 5.2, the Landlord
         shall be entitled, at its discretion, to employ agents, contractors and
         such other persons as it may think fit and to delegate its duties and
         powers to them and their fees and expenses (including VAT) shall form
         part of the Expenditure.

 8.7     The Landlord may, at its discretion, withhold, add to, extend, vary or
         make any alterations to any of the services from time to time if the
         Landlord shall reasonably deem it desirable to do so for the more
         efficient management, security and operation of the Building, or for
         the comfort of the tenants in the Building.

 8.8     The provisions of this clause shall continue to apply notwithstanding
         the expiration or sooner determination of the Term but only in respect
         of the period down to such expiration or sooner determination, the
         Service Charge for that Financial Year being apportioned for the said
         period on a daily basis.


 9.      THE GUARANTOR'S COVENANTS

         In consideration of this demise having been made at its request, the
         Guarantor HEREBY COVENANTS with the Landlord, as a primary obligation,
         in the terms contained in the Sixth Schedule.


10.      TERMINATION OF TERM

         If the Tenant desires to determine this Lease upon the

<PAGE>   41

         expiration of 10 years of the Term and gives not less than twelve
         months prior notice in writing to the Landlord of its desire so to do
         and up to such determination pays the Rent, Service Charge, Insurance
         and other sums herein reserved and made payable and observes in all
         material respects the covenants on its part in this Lease contained,
         then immediately upon the expiration of the tenth year of the Term and
         upon delivering up the Demised Premises together with fixtures and
         fittings therein to the Landlord with vacant possession in a condition
         consistent with full compliance with the Tenant's covenants herein this
         Lease shall thereupon cease and determine subject to payment of a
         penalty from the Tenant to the Landlord of six months rent but without
         prejudice to the remedies of either party against the other in respect
         of any antecedent breach of any of the covenants or conditions
         contained in this Lease and if requested by the Landlord the Tenant
         shall at its own expense execute a formal Deed of Surrender hereof
         PROVIDED ALWAYS that the provisions of this clause 5.20 shall be
         personal to Visio International Limited as tenant set out herein and
         shall not enure to the benefit of any third party.



11.      SECTION 45 LAND ACT 1965

         IT IS HEREBY CERTIFIED that the Demised Premises are situate in the
         City of Dublin.


12.      FINANCE ACT CERTIFICATES

12.1     IT IS HEREBY CERTIFIED that the transaction hereby effected does not
         form part of a larger transaction or of a series of transactions in
         respect of which the amount or value or the aggregate amount or value
         of the consideration (other than rent) exceeds IR(pound sterling)
         5,000.00;


12.2     IT IS HEREBY FURTHER CERTIFIED for the purposes of the stamping of this
         Instrument that this is an instrument to which the provisions of
         Section 112 of the Finance Act 1990 do not apply for the reason that
         the property being leased is an existing commercial premises.


13.      ASSENT

         The Landlord Hereby Assents to the registration of this Lease as a
         burden on the property comprised in Folio 10719F of the Register County
         Dublin AND HEREBY CONSENTS to the use

<PAGE>   42

         of the Land Certificate (if issued) of the said Folio for the purposes
         of such registration.


14.      TENANT'S ADDRESS AND DESCRIPTION

         The address of the Tenant in the State for service of notices and its
         description are:

         [                         ]



IN WITNESS whereof the parties hereto have executed this Lease in the manner
following and on the day and year first herein WRITTEN.

<PAGE>   43

                                 FIRST SCHEDULE

                                    BUILDING

         ALL THAT the entire of the lands and premises together with the
         building erected thereon or on part or parts thereof comprised in Folio
         10719F of the Register County Dublin shown outlined in blue on the Plan
         numbered 1 annexed hereto and known as Fitzwilton House situate at
         Wilton Terrace in the Parish of St. Peter and City of Dublin and
         including without prejudice to the generality of the foregoing:

1.       all Landlord's fixtures, fittings,plant, machinery apparatus and
         equipment now or hereafter in or upon the same;

2.       all Conduits in, upon, over, under or exclusively serving the Building;
         and

3.       all additions, alterations and improvements thereto.


<PAGE>   44


                                 SECOND SCHEDULE

                                DEMISED PREMISES


*                 ALL THAT portion of the Building comprising the 9th and 10th
                  floors thereof and shown outlined in red on the Plans numbered
                  2A and 2B annexed hereto and including

         1.       the internal plaster surfaces and finishes of all structural
                  or load bearing walls and columns therein or which enclose the
                  same, but not any other part of such walls and columns;

         2.       the entirety of all non-structural or non-load bearing walls
                  and columns therein;

         3.       the inner half severed medially of the internal non-load
                  bearing walls (if any) that divide the same from other parts
                  of the Building;

         4.       the floor finishes thereof and all carpets save that the lower
                  limit of the Demised Premises shall not extend to anything
                  below the floor finishes except that raised floors and the
                  cavity below them shall be included;

         5.       the ceiling finishes thereof, including all suspended ceilings
                  and light fittings save that the upper limit of the Demised
                  Premises shall not extend to anything above the ceiling
                  finishes except that the cavity above any suspended ceilings
                  shall be included;

         6.       all window frames and window furniture and all glass in the
                  windows and all doors, door furniture and door frames;

         7.       all sanitary and hot and cold water apparatus and equipment
                  and the radiators (if any) therein and all fire fighting
                  equipment and hoses therein;

         8.       all Conduits therein and exclusively serving the same;


<PAGE>   45


                                 THIRD SCHEDULE


                          RIGHTS AND EASEMENTS GRANTED


1.       The right for the Tenant and all persons expressly or by implication
         authorised by the Tenant (in common with the Landlord and all persons
         having a like right) but subject to any existing or future regulations
         made by the Landlord:-


1.1               to use such of the Common Parts as shall from time to time be
                  designated for the Tenant's use shown coloured yellow on the
                  Plan numbered 2 for all proper purposes in connection with the
                  use and enjoyment of the Demised Premises;


1.2               to use of the passenger lifts in the Building shown on the
                  Plan numbered 2 for the purpose only of obtaining access to
                  and egress from the Demised Premises;


2.       The free passage and running of the Utilities (subject to temporary
         interruption for repair, alteration or replacement) to and from the
         Demised Premises through the Conduits which now are or may at any time
         be in upon under, or through other parts of the Building, so far as any
         of the same are necessary for the reasonable use and enjoyment of the
         Demised Premises;


3.       The right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from all other parts of the Building;


4.1      The right for the Tenant and the occupiers and other bona fide users of
         the Demised Premises to use 12 Car Spaces marked/coloured green on the
         Plan numbered 3 for the parking of private motor cars and for no other
         purpose together with all necessary rights of access thereto and egress
         therefrom over such route as the Landlord may, from time to time,
         determine subject to any existing or future regulations made by the
         Landlord and to the right of the Landlord from time to time, on giving
         to the Tenant not less than one month's written notice, to alter the
         position of the space or spaces and designate some other space or
         spaces as the

<PAGE>   46

         Landlord may, in its absolute discretion, determine.

4.2      The Tenant shall be a licensee only of the Car Spaces and accordingly
         the right set out at Clause 4.1 of this Schedule shall not operate or
         be deemed to operate either at law or in equity as a demise of the Car
         Spaces or any of them or any alternative Car Space or Car Spaces that
         may be substituted therefor.


<PAGE>   47



                                 FOURTH SCHEDULE

                           EXCEPTIONS AND RESERVATIONS


The following rights and easements are excepted and reserved out of the Demised
Premises to the Landlord and the tenants and occupiers of the Building and all
other persons authorised by the Landlord or having the like rights and
easements:-

1.       The free and uninterrupted passage and running of the Utilities through
         the Conduits which are now, or may at any time during the Term be in,
         on, under, or passing through or over the Demised Premises;

2.       The right, at all reasonable times and where possible outside Business
         Hours upon reasonable prior notice, except in cases of emergency, to
         enter (or, in cases of emergency or after the giving of reasonable
         written notice during the Tenant's absence, to break and enter) the
         Demised Premises in order to:-

2.1               inspect, cleanse, maintain, repair, connect, remove, lay,
                  renew, relay, replace with others, alter or execute any works
                  whatever to or in connection with the Conduits and any other
                  services;

2.2               execute repairs, decorations, alterations and any other works
                  and to make installations to the Demised Premises, the
                  Building or the Adjoining Property or to do anything
                  whatsoever which the Landlord may or must do under this Lease;

2.3               see that no unauthorised erections additions or alterations
                  have been made and that authorised erections additions and
                  alterations are being carried out in accordance with any
                  consent given herein and any permission or approval granted by
                  the relevant local authority,

         PROVIDED THAT the Landlord or the person exercising the foregoing
         rights shall cause as little inconvenience as possible to the Demised
         Premises and shall make good, without delay, any damage thereby caused
         to the Demised Premises;

3.       The right to erect scaffolding for the purpose of repairing
         refurbishing or cleaning the Building and any building now or hereafter
         erected on the Adjoining Property or in

<PAGE>   48

         connection with the exercise of any of the rights mentioned in this
         Schedule notwithstanding that such scaffolding may temporarily
         interfere with the proper access to or the enjoyment and use of the
         Demised Premises; Provided that should the exercise of this right
         result in the temporary interference proper access to and/or the use
         and enjoyment of the Car Spaces or any of them the Licence Fees
         applicable to such car spaces shall be suspended until uninterrupted
         access and enjoyment of such Car Spaces is restored to the Tenant;

4.       The right to erect and maintain signs on the Demised Premises and on
         the Building and any premises abutting the same advertising the sale or
         letting of any premises or for the purpose of a planning or other
         application in respect of the premises.

5.       The rights of light, air, support, protection and shelter and all other
         easements and rights now or hereafter belonging to or enjoyed by other
         parts of the Building or the Adjoining Property;

6.       Full right and liberty at any time hereafter to raise the height of, or
         make any alterations or additions or execute any other works to the
         Building or to any buildings on the Adjoining Property, or to erect any
         new buildings of any height on the Adjoining Property in such a manner
         as the Landlord or the person exercising the right shall think fit
         notwithstanding the fact that the same may obstruct, affect or
         interfere with the amenity of, or access to, the Demised Premises or
         the passage of light and air to the Demised Premises but not so that
         the Tenant's use and occupation thereof is materially affected;
         Provided that should the exercise of this right result in the temporary
         interference proper access to and/or the use and enjoyment of the Car
         Spaces or any of them the Licence Fees applicable to such car spaces
         shall be suspended until uninterrupted access and enjoyment of such Car
         Spaces is restored to the Tenant;

7.       The right to enter the Demised Premises (in times of emergency or
         during fire-drills) for the purpose of obtaining access to, or using,
         any of the fire escapes or routes of escape in the Building whether or
         not in existence at the date hereof.


<PAGE>   49


                                 FIFTH SCHEDULE

                                  RENT REVIEWS


1.       DEFINITIONS

         In this Schedule, the following expressions shall have the following
         meanings:-

1.1.     "REVIEW DATE" means each of the Rent Review Dates specified in the
         Particulars and "Relevant Review Dates" shall be construed accordingly;

1.2      "OPEN MARKET RENT" means the full open market rent without any
         deductions whatsoever at which the Demised Premises might reasonably be
         expected to be let in the open market with vacant possession at the
         Relevant Review Date by a willing landlord to a willing tenant and
         without any premium or any other consideration for the grant thereof
         for a term equal to the unexpired residue of the Term at the Relevant
         Review Date or a period of fifteen years, whichever is the longer and
         otherwise on the same terms and conditions and subject to the same
         covenants and provisions contained in this Lease (other than the amount
         of the rent payable hereunder but including these provisions for the
         review of rent) and having regard to other open market rental values
         current at the Review Date in so far as the Surveyor (as defined in
         Clause 1.5 of this Schedule) may deem same to be pertinent to the
         matters under consideration by him and making the Assumptions but
         disregarding the Disregarded Matters;

1.3      "THE ASSUMPTIONS" mean the following assumptions (if not facts) at the
         Relevant Review Date:-


1.3.1             that the Demised Premises are ready and available for
                  immediate occupation and use by the Tenant and may be lawfully
                  used by any person for any of the purposes permitted by this
                  Lease;

1.3.2             that no work has been carried out to the Demised Premises by
                  the Tenant, any undertenant or their respective predecessors
                  in title during the Term, which has diminished the rental
                  value of the Demised Premises;

1.3.3             that if the Demised Premises or any part or parts of the
                  Building have been destroyed or damaged, they

<PAGE>   50

                  have been fully rebuilt and reinstated;

1.3.4             that the Demised Premises are in a good state of repair and
                  decorative condition;

1.3.5             that all the covenants on the part of the Tenant contained in
                  this Lease have been fully performed and observed.


1.4      "THE DISREGARDED MATTERS" mean:-

1.4.1             any effect on rent of the fact that the Tenant, any permitted
                  undertenant or their respective predecessors in title have
                  been in occupation of the Demised Premises or any part
                  thereof;

1.4.2             any goodwill attaching to the Demised Premises by reason of
                  the business then carried on at the Demised Premises by the
                  Tenant or any permitted undertenant;

1.4.3             any increase in rental value of the Demised Premises
                  attributable to the existence at the Relevant Review Date, of
                  any works (otherwise than in pursuance of an obligation under
                  this Lease or any agreement therefor) executed by and at the
                  expense of the Tenant (or any party lawfully occupying the
                  Demised Premises under the Tenant) with the consent of the
                  Landlord (where required under this Lease) in on or to the
                  Demised Premises or any part thereof;

1.4.4             any rent free concession, reduced rent or other inducement
                  which would or might be given to an incoming tenant on the
                  grant of a lease of the Demised Premises at the Relevant
                  Review Date to the intent that no reduction shall be made in
                  ascertaining the Open Market Rent to reflect such rent free
                  concession, reduced rent or other inducement to compensate the
                  Tenant for the absence thereof.

1.5      "THE SURVEYOR" means an independent chartered surveyor who is
         experienced in the valuation and leasing of property similar to the
         Demised Premises and is acquainted with the market in the area in which
         the Demised Premises are located, appointed from time to time to
         determine the Open Market Rent pursuant to the provisions of this
         Schedule;

<PAGE>   51

1.6      "THE PRESIDENT" means the President for the time being of the Society
         of Chartered Surveyors and includes the Vice-President or any person
         authorised by the President to make appointments on his behalf;

1.7      "RENT RESTRICTIONS" means the restrictions imposed by any statute for
         the control of rent in force on a Review Date or on the date on which
         any increased rent is ascertained in accordance with this Schedule and
         which operate to impose any limitation, whether in time or amount, on
         the collection of an increase in the rent first reserved by this Lease
         or any part thereof.


2.       UPWARDS ONLY RENT REVIEW

         The rent first reserved by this Lease shall be reviewed at each Review
         Date in accordance with the provisions of this Schedule and, from and
         including each Review Date, the rent shall equal the higher of either
         the rent contractually payable immediately before the Relevant Review
         Date or the Open Market Rent on the Relevant Review Date, as agreed or
         determined pursuant to the provisions of this Schedule.


3.       AGREEMENT OR DETERMINATION OF THE REVIEWED RENT

         The Open Market Rent at any Review Date may be agreed in writing at any
         time between the Landlord and the Tenant but if, for any reason, they
         have not so agreed, either party may (whether before or after the
         Relevant Review Date) by notice in writing to the other require the
         Open Market Rent to be determined by the Surveyor.


4.       APPOINTMENT OF SURVEYOR

         In default of agreement between the Landlord and the Tenant on the
         appointment of the Surveyor, the Surveyor shall be appointed by the
         President on the written application of either party, such application
         to be made not earlier than twelve (12) months before and not later
         than twelve (12) months after the Relevant Review Date.


5.       FUNCTIONS OF THE SURVEYOR

         The Surveyor shall:-

5.1      at the option of the Landlord act either as an arbitrator in

<PAGE>   52

         accordance with the Arbitration Acts 1954 to 1980 or as an expert, such
         option to be exercised by the Landlord giving written notice to the
         President at the time of the Landlord's written application to the
         President or, if application is made by the Tenant, then within seven
         (7) days of the Landlord being notified of the appointment of the
         Surveyor but if no written notice is given by the Landlord as
         aforesaid, the Surveyor shall act as an arbitrator;

5.2      (if acting as an expert) invite the Landlord and the Tenant to submit
         to him, within such time limits (not being less than fifteen (15)
         working days) as he shall consider appropriate, a valuation
         accompanied, if desired, by a statement of reasons and such
         representations and cross representations as to the amount of the Open
         Market Rent with such supporting evidence as they may respectively
         wish;

5.3      within sixty (60) days of his appointment, or within such extended
         period as the Landlord and the Tenant shall jointly agree in writing,
         give to each of them written notice of the amount of the Open Market
         Rent as determined by him.


6.       FEES OF SURVEYOR

         The fees and expenses of the Surveyor (if acting as an expert),
         including the costs of his nomination, shall be in the award of the
         Surveyor (but this shall not preclude the Surveyor from notifying both
         parties of his total fees and expenses notwithstanding the
         non-publication at that time of his award) and, failing such award, the
         same shall be payable by the Landlord and the Tenant in equal shares
         who shall each bear their own costs, fees and expenses. Without
         prejudice to the foregoing, both the Landlord and the Tenant shall each
         be entitled to pay the entire fees and expenses, due to the Surveyor
         and thereafter recover as a simple contract debt the amount (if any)
         due from the party who failed or refused to pay same.


7.       APPOINTMENT OF NEW SURVEYOR

         If the Surveyor fails to give notice of his determination within the
         time aforesaid, or if he dies, or is unwilling to act, or becomes
         incapable of acting, or if, for any other reason, he is unable to act,
         either party may request the President to discharge the Surveyor and
         appoint another surveyor in his place to act in the same capacity,
         which procedure may be repeated as many times as necessary.

<PAGE>   53

8.       INTERIM PAYMENTS PENDING DETERMINATION

         In the event that by the Relevant Review Date the amount of the
         reviewed rent has not been agreed or determined as aforesaid (the date
         of agreement or determination being herein called "the Determination
         Date") then, in respect of the period (herein called "the Interim
         Period") beginning with the Relevant Review Date and ending on the day
         before the Quarterly Gale Day following the Determination Date, the
         Tenant shall pay to the Landlord rent at the yearly rate payable
         immediately before the Relevant Review Date, and on the Determination
         Date, the Tenant shall pay to the Landlord, on demand as arrears of
         rent, the amount (if any) by which the reviewed rent exceeds the rent
         actually paid during the Interim Period (apportioned on a daily basis)
         together with interest thereon at the Base Rate from the Relevant
         Review Date to the date of actual payment.


9.       RENT RESTRICTIONS

         On each and every occasion during the Term that Rent Restrictions shall
         be in force, then and in each and every case:

9.1.1             the operation of the provisions herein for review of the rent
                  shall be postponed to take effect on the first date or dates
                  thereafter upon which such operation may occur, and

9.1.2             the collection of any increase or increases in the rent shall
                  be postponed to take effect on the first date or dates
                  thereafter that such increase or increases may be collected
                  and/or retained in whole or in part and on as many occasions
                  as shall be required to ensure the collection of the whole
                  increase

         AND until the Rent Restrictions shall be relaxed either partially or
         wholly the rent reserved by this Lease (which if previously reviewed
         shall be the rent payable under this Lease immediately prior to the
         imposition of the Rent Restrictions) shall (subject always to any
         provision to the contrary appearing in the Rent Restrictions) be the
         maximum Rent from time to time payable hereunder.


10.      MEMORANDA OF REVIEWED RENT

         As soon as the amount of any reviewed rent has been agreed

<PAGE>   54

         or determined, memoranda thereof shall be prepared by the Landlord or
         its solicitors and thereupon shall be signed by or on behalf of the
         Tenant and the Landlord, and the Tenant shall be responsible for and
         shall pay to the Landlord the stamp duty (if any) payable on such
         memoranda and any counterparts thereof but the parties shall each bear
         their own costs in respect thereof.



11.      TIME NOT OF THE ESSENCE

         For the purpose of this Schedule, time shall not be of the essence.


<PAGE>   55


                                 SIXTH SCHEDULE


COVENANTS BY THE GUARANTOR AND FORM OF GUARANTEE TO BE GIVEN IN THE CASE OF AN
ASSIGNMENT TO A LIMITED LIABILITY COMPANY


1.1      COVENANT AND INDEMNITY BY GUARANTOR

         The Guarantor hereby covenants with the Landlord, as a primary
         obligation, that the Tenant or the Guarantor shall at all times during
         the Term (including any continuation or renewal of this Lease) duly
         perform and observe all the covenants on the part of the Tenant
         contained in this Lease, including the payment of the rents and all
         other sums payable under this Lease in the manner and at the times
         herein specified and the Guarantor hereby indemnifies the Landlord
         against all claims, demands, losses, damages, liability, costs, fees
         and expenses whatsoever sustained by the Landlord by reason of or
         arising in any way directly or indirectly out of any default by the
         Tenant in the performance and observance of any of its obligations or
         the payment of any rent and other sums arising before or after the
         expiration or termination of this Lease.


1.2      GUARANTOR JOINTLY AND SEVERALLY LIABLE WITH TENANT

         The Guarantor hereby further covenants with the Landlord that the
         Guarantor is jointly and severally liable with the Tenant (whether
         before or after any disclaimer by a liquidator or trustee in
         bankruptcy) for the fulfilment of all the obligations of the Tenant
         under this Lease and agrees that the Landlord, in the enforcement of
         its rights hereunder, may proceed against the Guarantor as if the
         Guarantor was named as the Tenant in this Lease.


1.3      WAIVER BY GUARANTOR

         The Guarantor hereby waives any right to require the Landlord to
         proceed against the Tenant or to pursue any other remedy whatsoever
         which may be available to the Landlord before proceeding against the
         Guarantor.


1.4      POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT

         The Guarantor hereby further covenants with the Landlord

<PAGE>   56

         that the Guarantor shall not claim in any liquidation, bankruptcy,
         composition or arrangement of the Tenant in competition with the
         Landlord and shall remit to the Landlord the proceeds of all judgments
         and all distributions it may receive from any liquidator, trustee in
         bankruptcy or supervisor of the Tenant and shall hold for the benefit
         of the Landlord all security and rights the Guarantor may have over
         assets of the Tenant whilst any liabilities of the Tenant or the
         Guarantor to the Landlord remain outstanding.


1.5      POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY

         The Guarantor shall not be entitled to participate in any security held
         by the Landlord in respect of the Tenant's obligations to the Landlord
         under this Lease or to stand in the place of the Landlord in respect of
         any such security until all the obligations of the Tenant or the
         Guarantor to the Landlord under this Lease have been performed or
         discharged.


1.6      NO RELEASE OF GUARANTOR

         None of the following, or any combination thereof, shall release,
         determine, discharge or in any way lessen or affect the liability of
         the Guarantor as principal debtor under this Lease or otherwise
         prejudice or affect the right of the Landlord to recover from the
         Guarantor to the full extent of this guarantee:

1.6.1             any neglect, delay or forbearance of the Landlord in
                  endeavouring to obtain payment of the rents or any part or
                  parts thereof and/or the amounts required to be paid by the
                  Tenant or in enforcing the performance or observance of any of
                  the obligations of the Tenant under this Lease;

1.6.2             any refusal by the Landlord to accept rent tendered by or on
                  behalf of the Tenant at a time when the Landlord was entitled
                  (or would after the service of a notice under Section 14 of
                  the 1881 Act have been entitled) to re-enter the Demised
                  Premises;

1.6.3             any extension of time given by the Landlord to the Tenant;

1.6.4             any variation of the terms of this Lease (including any
                  reviews of the rent payable under this Lease) or the transfer
                  of the Landlord's reversion or the

<PAGE>   57

                  assignment of this Lease;

1.6.5             any change in the constitution, structure or powers of either
                  the Tenant, the Guarantor or the Landlord or the liquidation,
                  administration or bankruptcy (as the case may be) of either
                  the Tenant or the Guarantor;

1.6.6             any legal limitation, or any immunity, disability or
                  incapacity of the Tenant (whether or not known to the
                  Landlord) or the fact that any dealings with the Landlord by
                  the Tenant may be outside or in excess of the powers of the
                  Tenant;

1.6.7             any other act, omission, matter or thing whatsoever whereby,
                  but for this provision, the Guarantor would be exonerated
                  either wholly or in part (other than a release under seal
                  given by the Landlord).


1.7      DISCLAIMER OR FORFEITURE OF LEASE

1.7.1             The Guarantor hereby further covenants with the Landlord that:

1.7.1.1                    if a liquidator or trustee in bankruptcy shall
                           disclaim or surrender this Lease; or

1.7.1.2                    if this Lease shall be forfeited; or

1.7.1.3                    if the Tenant shall cease to exist

                  THEN the Guarantor shall, if the Landlord by notice in writing
                  given to the Guarantor within twelve (12) months after such
                  disclaimer or other event so requires, accept from and execute
                  and deliver to the Landlord a new lease of the Demised
                  Premises subject to and with the benefit of this Lease (if the
                  same shall still be deemed to be extant at such time) for a
                  term commencing on the date of the disclaimer or other event
                  and continuing for the residue then remaining unexpired of the
                  Term, such new lease to be at the cost of the Guarantor and to
                  be at the same rents and subject to the same covenants,
                  conditions and provisions as are contained in this Lease;

1.7.2             If the Landlord shall not require the Guarantor to take a new
                  lease, the Guarantor shall nevertheless upon demand pay to the
                  Landlord a sum equal to the

<PAGE>   58

                  rents and other sums that would have been payable under this
                  Lease but for the disclaimer, forfeiture or other event in
                  respect of the period from and including the date of such
                  disclaimer, forfeiture or other event until the expiration of
                  twelve (12) months therefrom or until the Landlord shall have
                  granted a lease of the Demised Premises to a third party
                  (whichever shall first occur).


1.8      BENEFIT OF GUARANTEE

         This guarantee shall enure for the benefit of the successors and
         assigns of the Landlord under this Lease without the necessity for any
         assignment thereof.


1.9      The Guarantor shall be released from its obligations under this
         guarantee on an assignment of this Lease with the Landlord's written
         consent.


<PAGE>   59


                                SEVENTH SCHEDULE

                 ITEMS OF EXPENDITURE AS REFERRED TO IN CLAUSE 8


1.       REPAIRS AND MAINTENANCE

1.1      Repairing, maintaining, decorating and (where appropriate) cleaning,
         washing down, lighting, heating, servicing and (as and when necessary)
         altering, replacing, renewing, rebuilding and reinstating the Retained
         Parts;

1.2      Carpeting, furnishing and equipping the Retained Parts as the Landlord
         may determine including, but not limited to, the provision in the main
         entrance halls and lift lobby areas of floral decorations, desks,
         tables, chairs and other fixtures and fittings.


2.       PLANT AND MACHINERY

         Providing, maintaining, repairing, operating, inspecting, servicing,
         overhauling, cleaning, lighting and (as and when necessary) renewing or
         replacing all plant, machinery, apparatus and equipment within the
         Retained Parts from time to time, including, but not limited to, all
         boilers and items relating to the ventilation, heating, air
         conditioning and hot and cold water systems, the lifts, lift shafts and
         lift motor rooms and cleaning cradle and all fuel and electricity for
         the same and any necessary maintenance contracts and insurance in
         respect thereof.


3.       SECURITY AND EMERGENCY SYSTEMS

         Providing, maintaining, repairing, operating, inspecting, servicing,
         overhauling, cleaning and (as and when necessary) renewing or replacing
         all security and emergency systems for the Building, including, but not
         limited to, alarm systems, internal telephone and television systems,
         generators, emergency lighting, fire detection and prevention systems,
         any fire escapes for the Building and all fire fighting and fire
         prevention equipment and appliances (other than those for which a
         tenant is responsible) and any traffic barriers, car park and traffic
         control and security systems.


4.       STAFF

<PAGE>   60

         The provision of staff (including such direct or indirect labour as the
         Landlord deems appropriate) for the day-to-day running of the
         installations and plant and the provision of the other services to the
         Building and for the general management, operation and security of the
         Building and all other incidental expenditure, including, but not
         limited to:

4.1      insurance, health, pension, welfare, severance and other payments,
         contributions and premiums;

4.2      the provision of uniforms, working clothes, tools, appliances,
         materials and equipment (including telephones) for the proper
         performance of the duties of any such staff;

4.3      providing, maintaining, repairing, decorating and lighting any
         accommodation and facilities for staff, and all rates, gas and
         electricity charges in respect thereof and any actual or notional rent
         for such accommodation.


5.       SIGNS ETC

         Providing, maintaining and renewing name boards and signs in the main
         entrance halls, lift lobby areas and any other parts of the Building
         and all directional signs and fire regulation notices and any flags,
         flag poles and television and radio aerials.


6.       REFUSE

         Providing and maintaining any dustbins or other receptacles for refuse
         for the Building and the cost of collecting, storing and disposing of
         refuse.


7.       LANDSCAPING

         Providing and maintaining floodlighting (if any) and any plants,
         shrubs, trees or garden or grassed areas in the Retained Parts.


8.       MISCELLANEOUS ITEMS

8.1      leasing or hiring any of the items referred to in this Schedule;

<PAGE>   61

8.2      interest, commission and fees in respect of any moneys borrowed to
         finance the provision of services and any of the items referred to in
         this Schedule;

8.3      enforcing the covenants in any of the other leases of the Building for
         the general benefit of the tenants thereof as determined by the
         Landlord.


9.       INSURANCE

9.1      periodic valuations of the Building for insurance purposes;

9.2      works required to the Building in order to satisfy the requirements
         and/or recommendations of the insurers of the Building;

9.3      property owner's liability, third party liability and employer's
         liability and such other insurances as the Landlord may, in its
         absolute discretion from time to time, determine;

9.4      any amount which may be deducted or disallowed by the insurers pursuant
         to any excess provision in the insurance policy upon settlement of any
         claim by the Landlord.

10.      COMMON FACILITIES

         Making, laying, repairing, maintaining, rebuilding, decorating,
         cleansing and lighting, as the case may be, any roads, ways,
         forecourts, passages, pavements, party walls or fences, party
         structures, Conduits or other conveniences and easements whatsoever
         which may belong to, or be capable of being used or enjoyed by the
         Building in common with any Adjoining Property.


11.      OUTGOINGS

         All existing and future rates (including water rates) taxes, duties,
         charges, assessments, impositions and outgoings whatsoever (whether
         parliamentary, parochial, local or of any other description and whether
         or not of a capital or non-recurring nature or of a wholly novel
         character) payable by the Landlord in respect of the Retained Parts or
         any part thereof.


12.      STATUTORY REQUIREMENTS

<PAGE>   62

         Carrying out any works to the Building required to comply with any
         statute (other than works for which any tenant or occupier is
         responsible).


13.      REPRESENTATIONS

         Taking any steps deemed desirable or expedient by the Landlord for
         complying with, making representations against, or otherwise contesting
         the incidence of the provisions of any statute concerning planning,
         public health, highways, streets, drainage and all other matters
         relating or alleged to relate to the Building or any part of it for
         which any tenant is not directly responsible.


14.      MANAGEMENT

14.1     The proper and reasonable fees, costs, charges, expenses and
         disbursements (including any VAT payable thereon) of the Landlord, the
         Surveyor and/or the Accountant and any other person employed or
         retained by the Landlord for or in connection with surveying and
         accounting functions, the collection of the rents, (including all costs
         and expenses incurred in the enforcement of same), the performance of
         the services and any other duties in and about the Building or any part
         of it relating to the general management, administration, security,
         maintenance, protection and cleanliness of the Building;


14.2     The proper and reasonable fees and expense (including any VAT payable
         thereon) of the Landlord in connection with the management of the
         Building and any of the functions and duties referred to in paragraph
         14.1 that may be undertaken by or on behalf of the Landlord, such fees
         and expenses to include overheads and profits commensurate with the
         current market practice of property companies providing management
         services.



15.      VALUE ADDED TAX

         Value Added Tax at the rate for the time being in force chargeable in
         respect of any item of expenditure referred to in this Schedule to the
         extent not otherwise recoverable by the Landlord.

<PAGE>   63

16.      GENERALLY

         Any costs and expenses (not referred to above) which the Landlord may
         incur in providing such other services and in carrying out such other
         works as the Landlord, in its absolute discretion, may deem desirable
         or necessary for the benefit of the Building or any part of it or the
         tenants or occupiers thereof, or for securing or enhancing any amenity
         of or within the Building, or in the interests of good estate
         management.



PRESENT when the Common Seal
of the said ERIN EXECUTOR
& TRUSTEE CO. LIMITED was
hereunto affixed:

                                                                      [SEAL]

                                                             /s/ Harry Cassidy
                                                             -----------------
                                                                 Harry Cassidy
                                                                   Director


                                                             /s/ Terri Neylon
                                                             ----------------
                                                                 Terri Neylon  
                                                                  Secretary
                                                                     [SEAL]


                                                           /s/ Geraldine Kelly
                                                           -------------------
                                                               Geraldine Kelly
                                                                  Director

                                                           /s/ S .F. Cleary
                                                      -------------------------
                                                      p.p. Goodbody Secretarial
                                                                Secretary

PRESENT when the Common Seal
of the said VISIO INTERNATIONAL
LIMITED was hereunto affixed:


                                                                  --------------
                                                                     Director

<PAGE>   64


                                                                  --------------
                                                                     Director/
                                                                     Secretary


PRESENT when the Common Seal of
the said VISIO CORPORATION, as Guarantor,
was hereunto affixed:


                                                              /s/ Jeremy Jaech
                                                                Jeremy Jaech
                                                               --------------
                                                                  President



                                                               /s/ Ken Mc Graw
                                                                 Ken Mc Graw
                                                                --------------
                                                                  Secretary