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                                                                    EXHIBIT 10.9

                             DATED: 12TH MARCH 1999

                              ERACHANGE LIMITED (1)
                                     - and -
                          PIVOTAL SOFTWARE LIMITED (2)

                                      LEASE

                                   relating to

                              6TH FLOOR SOUTH WING
                                 HAMILTON HOUSE
                          111 MARLOWES HEMEL HEMPSTEAD

                                   Klimt & Co
                                49 Welbeck Street
                                 London W1M 7HE

                               TEL: 0171-486 4432
                                FAX: 0171-4862127

                           Ref: GDP.GR.Erachange.7161


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THIS LEASE is made the 12th day of March 1999
BETWEEN:-

(1)   ERACHANGE LIMITED company registration number 3501740 whose registered
      office is situate at 15 GROSVENOR GARDENS LONDON SW1W OBD ("the Landlord")

(2)   PIVOTAL SOFTWARE LIMITED company registration number 339429 whose
      registered office is situate at 165 QUEEN VICTORIA STREET LONDON EC4Y 4DD
      ("the Tenant")

1.    DEFINITIONS

      IN THIS LEASE unless the context otherwise requires:-

      "THE BUILDING"               :  the building known as HAMILTON HOUSE,
                                      111 MARLOWES HEMEL HEMPSTEAD,
                                      HERTFORDSHIRE shown for the purpose of
                                      identification only shown edged red on
                                      plan No. 1 annexed hereto

      "THE DEMISED PREMISES"       :  the parts of the Building described in the
                                      First Schedule and briefly known as 6TH
                                      FLOOR SOUTH WING, HAMILTON HOUSE 111
                                      MARLOWES HEMEL HEMPSTEAD HERTFORDSHIRE

      "THE TERM"                   :  Five years from the 12th day of March
                                      1999 and the Term shall for all purposes
                                      be computed as commencing on the date of
                                      commencement of the Term and ending on its
                                      expiration or earlier determination

      "BASIC RENT"                 :  L28,080.00 per annum (exclusive of Value
                                      Added Tax)

      "THE FIRST RENT DATE"        :  the 12th March, 1999

      "THE AUTHORISED USE"         :  Offices

      1.2     "BASIC RENT" means the rent first reserved by Clause 2

      1.3     "INSURANCE RENT" means the rent secondly reserved by Clause 2


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      1.4     "THE LANDLORD" includes the person for the time being entitled to
              the reversion immediately expectant on the Term

      1.5     "THE TENANT" includes the Tenant's successors in title including
              where appropriate personal representatives

      1.6     "COMMON PARTS" includes private roads footpaths forecourts and
              yards appurtenant to the Building and entrances hallways passages
              staircases lifts kitchens toilets and other parts of the Building
              used in common with the Landlord its tenants licensees workmen and
              all other duly authorised persons PROVIDED THAT there shall be at
              all times during the Term be full and sufficient common parts to
              enable the Tenant to carry on its normal business at the Demised
              Premises

      1.7     "SERVICE MEDIA" includes ducts flues gutters pipes drains sewers
              cables conduits wires meters traps valves and other media plant
              equipment or apparatus for conducting controlling or measuring
              water soil gas electricity telephone telex and other electrical
              impulses air smoke and fumes or for entry phones fire customs
              heating and hot water air conditioning and other things of a like
              nature

      1.8     "OUTGOINGS" means all existing and future rates (including water
              rates) taxes duties assessments charges and outgoings whatsoever
              (whether imposed by statute or otherwise whether of a national or
              local character whether in the nature of capital or revenue
              whether of a recurring or non-recurring nature and whether of an
              existing or novel character) charged or imposed upon the Demised
              Premises or on the owner or occupier or lessor or lessee thereof
              (but excluding any tax (other than Value Added Tax) payable by the
              Landlord in respect of Basic Rent or any tax payable by the
              Landlord directly arising out of the grant of this lease and any
              dealing by the Landlord with its reversionary interest in the
              Demised Premises not being a dealing

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              deemed to take place as a result of any act by or on behalf of a
              lessee or any underlessee)

      1.9     "INSURED RISKS" means loss or damage by fire lightning explosion
              storm tempest aircraft articles dropped therefrom in peacetime
              flood civil commotion riot malicious persons (including terrorism)
              burst and overflow water pipes tanks or other apparatus and impact
              by road vehicles and such other risks as the Landlord may think
              fit (and in addition to the foregoing such other risks as the
              Tenant may reasonably request the Landlord to insure PROVIDED THAT
              if the Landlord shall be unable to effect insurance against any
              such risk having made reasonable endeavours to do so either at all
              or only on terms which the Landlord acting reasonably considers
              unsatisfactory and/or if any such insurance shall be subject to
              exclusions or limitations then such uninsured risk and/or such
              exclusions or limitations shall be excluded from the Insured Risks
              and the Landlord shall inform the Tenant accordingly) and three
              years loss of rent

      1.10    "SPECIFIED RATE" means four per cent per annum above the base rate
              for the time being of National Westminster Bank PLC or such other
              member of the Committee of London and Scottish Clearing Bankers as
              the Landlord may from time to time stipulate for this purpose
              ("the nominated bank") provided that if such base rate shall cease
              to exist or otherwise be unascertainable there shall be
              substituted for such base rate such rate of interest as the
              nominated bank shall state in writing to be the current rate of
              interest charged by such bank in respect of short term loans of
              money at minimum risk

      1.11    "JOINT AND SEVERAL LIABILITY" Covenants made by or binding on any
              party that for the time being comprises two or more persons shall
              be binding on those persons jointly and severally


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      1.12    "INTERPRETATIONS" The neuter includes the masculine and the
              feminine the singular includes the plural person includes
              corporation and vice versa respectively month means calendar month
              and each covenant by the Tenant not to do any act or thing shall
              be deemed to include a covenant not knowingly to permit or suffer
              that act or thing to be done

      1.13    "STATUTES" References to any Act of Parliament includes any Act
              replaced by it and any Act replacing or amending it or of a
              similar nature or effect and in each case includes any order
              regulation instrument direction scheme plan or permission made
              under or deriving validity from any such Act

      1.14    "HEADINGS" The headings shall not affect the interpretation of
              this Lease

2.    DEMISE

      THE LANDLORD HEREBY DEMISES to the Tenant the Demised Premises TOGETHER
      WITH the rights set out in the Second Schedule but EXCEPT AND RESERVING
      the rights and stipulations set out in the Third Schedule TO HOLD unto the
      Tenant for the Term the Tenant PAYING THEREFOR the following rents
      (together with Value Added Tax if applicable):-

      2.1     BASIC RENT

              first the Basic Rent for the period commencing on the First Rent
              Date and ending on the expiry of the Term which shall in all cases
              be paid by equal quarterly payments in advance on the usual
              quarter days in every year without any deduction or set off
              whether legal or equitable or otherwise

      2.2     INSURANCE RENT

              secondly the Insurance Rent which shall be the aggregate of:-
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              2.2.1   the reasonable and proper cost to the Landlord of
                      effecting and maintaining insurance of the Demised
                      Premises pursuant to the covenant in that behalf herein
                      contained and

              2.2.2   the reasonable and proper cost to the Landlord of insuring
                      against loss of rent from the Demised Premises for the
                      period of not less than three years pursuant to the said
                      covenant

      2.3     SERVICE CHARGE

              thirdly the Service Charge to be calculated and paid in accordance
              with the provisions of Part II of the Fourth Schedule

      2.4     VALUE ADDED TAX

              fourthly any Value Added Tax which is properly payable on any rent
              or other sum payable by the Tenant under this Lease

3.    TENANT'S COVENANTS

      The Tenant HEREBY COVENANTS with the Landlord as follows:-

      3.1     TO PAY RENT AND INTEREST

              To pay the rents hereby reserved on the days and in the manner
              aforesaid and if so required by the Landlord to make such payments
              by direct debit banker's order or credit transfer to any account
              with any bank as the Landlord may from time to time nominate in
              the UK

      3.2     INTEREST ON LATE PAYMENTS

              If the Tenant shall fail to pay any of the rents Value Added Tax
              or other payment that is payable to the Landlord under this Lease
              within fourteen days of the date the same falls due (whether or
              not demanded solely in the case of rent) or if acceptance of any
              such sum shall be refused by the Landlord in order not to waive
              any right of

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              forfeiture of this Lease arising by virtue of the breach of any of
              the Tenant's covenants herein contained such sum shall be payable
              together with interest thereon (as well after as before any
              judgment) at the Specified Rate on a day to day basis from the day
              such sum falls due until actual payment or acceptance (as the case
              may be) and every such sum with interest as aforesaid shall be
              recoverable as rent in arrear provided that this sub-clause shall
              take effect without prejudice to the obligation on the part of the
              Tenant to pay the said sums on their due dates and without
              prejudice to any right of re-entry or other right arising out of
              or exercisable due to such default by the Tenant

      3.3     TO PAY OUTGOINGS

              3.3.1   To pay and discharge and to indemnify the Landlord against
                      all Outgoings relating to the Demised Premises

              3.3.2   At all times during the Term to pay and indemnify the
                      Landlord against a due proportion (to be determined by the
                      Landlord acting reasonably) of any Outgoings relating both
                      to the Demised Premises and other premises so far as such
                      Outgoings do not form part of the Service Charge

      3.4     TO PAY FOR ENERGY

              To pay the suppliers for all gas water and electricity consumed
              and all telephone telex and similar services used on the Demised
              Premises during the Term

      3.5     TO REPAIR

              3.5.1   Subject to the provisions of clause 5.7 hereof to keep the
                      Demised Premises in good and substantial repair and
                      condition and clean and tidy

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                      throughout the Term and to rebuild renew and replace
                      whenever necessary in accordance with best modern practice
                      the whole or any part of the Demised Premises if the same
                      is or becomes beyond repair

              3.5.2   (Without limiting the foregoing) to clean the inside of
                      the glass in the windows of the Demised Premises and the
                      outside and inside of the glass in any secondary glazing
                      in the windows of the Demised Premises not less than once
                      every month

      3.6     TO REDECORATE

              (Without limiting subclause 3.5) in the last six months of the
              Term to wash prepare and prime (as appropriate) and then paint
              paper and otherwise treat with an appropriate paint paper coating
              or treatment in a good and workmanlike manner to the reasonable
              satisfaction of the Landlord all internal parts of the Demised
              Premises previously or usually painted papered or treated or which
              require painting papering or other treatment for their proper
              maintenance preservation or appearance (such painting papering or
              other treatment to be carried out in colours patterns and
              materials where they differ from those used at the date hereof to
              be first approved in writing by the Landlord such approval not to
              be unreasonably withheld or delayed)

      3.7     TO PERMIT INSPECTION

              To permit the Landlord at all reasonable times on reasonable prior
              written notice (or at any time without notice in cases of
              emergency) to enter the Demised Premises and to inspect the state
              and condition thereof such right not to be exercised more than
              once every six months

      3.8     TO REPAIR ON NOTICE

              3.8.1   (Without limiting the provisions of sub-clauses 3.5 and
                      3.6) If the Landlord shall at any time during the Term
                      serve on the Tenant a written

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                      notice specifying any works necessary to comply with the
                      Tenant's obligations under this Lease and requiring the
                      Tenant to carry out such works then the Tenant shall carry
                      out such works within a reasonable time

              3.8.2   If the Tenant shall not within a reasonable time after
                      service of any such notice commence and diligently proceed
                      with the works mentioned in such notice and complete the
                      same to the reasonable satisfaction of the Landlord then
                      (but without prejudice to any other right or remedy of the
                      Landlord) the Landlord may enter the Demised Premises and
                      execute or complete such works and the cost thereof
                      (including but not by way of limitation all proper and
                      reasonable legal costs surveyors' and architects' and
                      other professional fees insurance costs and other expenses
                      relating to the exercise of these rights) shall be paid by
                      the Tenant to the Landlord within 7 days of presentation
                      of a set of valid VAT invoices and shall be recoverable as
                      a debt or (at the option of the Landlord) as rent in
                      arrear

      3.9     MACHINERY

              Not without the prior written consent of the Landlord (such
              consent not to be unreasonably withheld or delayed) to install any
              plant or machinery in or upon the Demised Premises other than such
              as shall be appropriate to the Authorised Use

      3.10    OVERLOADING

              Not to suspend any excessive weight from the roof trusses nor
              overload any part of the floors walls or ceilings of or in the
              Demised Premises or any part thereof

      3.11    VIBRATION

              Not to cause any vibration to the Demised Premises or any
              adjoining or nearby premises by plant or machinery or otherwise


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      3.12    EFFLUENT

              Not knowingly to discharge into the Service Media any effluent or
              other matter which may be corrosive or harmful to the Service
              Media or which may cause any obstruction or deposit therein or may
              be of a poisonous or noxious nature or may pollute any water
              supply

      3.13    ALTERATIONS

              3.13.1  Save as mentioned in sub-subclause 3.13.2 and as
                      authorised by Licence for Alterations of even date to this
                      Lease not to:-

                      3.13.1.1  enlarge or increase the floor area of the
                                Demised Premises or any building comprised
                                therein

                      3.13.1.2  erect any new structure upon or any other
                                addition to the Demised Premises or make any
                                external projection from the Demised Premises

                      3.13.1.3  alter remove cut into build upon or add to any
                                part of the Demised Premises

                      3.13.1.4  change the external appearance of the Demised
                                Premises or materially change the layout or
                                internal appearance of the Demised Premises

                      3.13.1.5  obscure or close up any windows or rooflights;
                                of the Demised Premises

              3.13.2  Not to install alter or remove internal non-structural
                      partitioning without the prior written consent of the
                      Landlord (such consent not to be unreasonably withheld or
                      delayed)


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      3.14    SIGNS

              3.14.1  Not to affix to or exhibit upon any part of the exterior
                      of the Demised Premises (or upon the interior so as to be
                      visible from the exterior) any flag poster lettering
                      inscription pole signboard hanging sign or other
                      advertisement

              3.14.2  The Tenant may affix one sign showing its name and
                      business on the notice board in each of the main entrance
                      hall of the Building and on the notice board in the sixth
                      floor lobby in each case to be a design that is in
                      accordance with the house style for the Building and which
                      shall be first approved by the Landlord acting reasonably
                      such approval not to be unreasonably withheld or delayed

      3.15    COMPLIANCE WITH PLANNING ACTS

              3.15.1  At all time during the Term to comply with the provisions
                      of the Town and Country Planning Acts 1990 and 1991 the
                      Planning (Listed Buildings and Conservation Areas) Act
                      1990 the Planning (Hazardous Substances) Act 1990 and the
                      Planning (Consequential Provisions) Act 1990 ("the
                      Planning Acts") so far as they affect or relate to the
                      Demised Premises or the use thereof

              3.15.2  Not without the previous consent in writing of the
                      Landlord such consent not to be unreasonably withheld or
                      delayed to make any application for planning permission in
                      respect of the Demised Premises under the Planning Acts

              3.15.3  If the Landlord gives consent for the making of any
                      application for planning permission then the Tenant shall
                      make such application in his own name on his own behalf
                      and (if so required by the Landlord) also in the

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                      name of and on behalf of the Landlord and any other person
                      for the time being interested in the Demised Premises

              3.15.4  To obtain all other licences approvals of plans
                      permissions and other things necessary for the execution
                      of any permitted works of erection addition or alteration
                      and to comply with all conditions regulations by-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 reasonable satisfaction of the
                      Landlord

              3.15.5  Before commencing any such works to produce to the
                      Landlord all such notices permissions consents licences
                      and other documents relating thereto together with copies
                      for retention by the Landlord

              3.15.6  To allow the Landlord at all reasonable times upon prior
                      written notice to enter upon the Demised Premises both for
                      the purpose of seeing that no unauthorised erections
                      additions or alterations have been made such right to be
                      exercised no more than once every year of the term and for
                      the purpose of seeing that authorised erections additions
                      and alterations are carried out in accordance with any
                      consent given hereunder and any permission granted by any
                      competent authority

              3.15.7  At the Tenant's own expense to remove on demand any
                      erections additions or alterations made in contravention
                      of this Clause or without the requisite permission of any
                      competent authority or in respect of which the permission
                      of any competent authority is withdrawn or lapses and to
                      comply with every order of such authority requiring the
                      removal or other work in connection with such erections
                      additions or alterations and in all

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                      such cases to make good all damage caused by such removal
                      or other work and to restore all parts of the Demised
                      Premises affected thereby to a good and substantial
                      condition and properly decorated

      3.16    STATUTORY REQUIREMENTS

              3.16.1  To comply at the Tenant's own expense with the
                      requirements of every Act of Parliament applicable to the
                      Demised Premises including (but without limiting the
                      generality of the foregoing) the Planning Acts the Offices
                      Shops and Railway Premises Act 1963 the Shops Act 1950 the
                      Clean Air Acts 1956 to 1968 the Factories Acts the Public
                      Health Acts the Health and Safety at Work etc. Act 1974
                      the Control of Pollution Act 1974 the Fire Precautions Act
                      1971 and the Environmental Protection Act 1990 (whether
                      the obligation to comply with such requirements be imposed
                      upon the Landlord or the Tenant) and at all times to
                      indemnify the Landlord against any breach or
                      non-observance thereof and against the cost of complying
                      therewith

              3.16.2  Within fourteen days of receipt to give a copy to the
                      Landlord of every permission notice or order or proposal
                      for a notice or order relating to the Demised Premises
                      received by the Tenant from any government department or
                      local or public authority under any statutory powers and
                      without delay to take all necessary steps to comply with
                      such notice or order or (if required by the Landlord) at
                      the request and cost of the Landlord to make or join with
                      the Landlord in making such objections or representations
                      against such notice order or proposal as the Landlord may
                      reasonably require except where the Tenant reasonably
                      considers that any such objection or representation is
                      against the best interests of the Tenant

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              3.16.3  Not to agree to any assessment or valuation of the Demised
                      Premises for rating purposes without the prior written
                      consent of the Landlord and to observe the provisions of
                      the foregoing sub-clause in relation to any notice
                      proposal or assessment for rating purposes

      3.17    NUISANCE

              Not to do or bring anything in or upon the Demised Premises which
              may in the reasonable opinion of the Landlord be or become a
              nuisance or cause damage or be prejudicial to the Landlord or to
              the owners or occupiers of any adjoining or neighbouring property
              nor to use the Demised Premises for any illegal or immoral purpose

      3.18    OBSTRUCTION

              Not to stand anything in the Common Parts nor otherwise obstruct
              or damage or litter or use in any unreasonable manner any means of
              access to the Demised Premises or other parts of the Building

      3.19    REGULATIONS

              To comply with all reasonable regulations from time to time made
              by the Landlord in its discretion for the good management of the
              Building and notified in writing to the Tenant including (without
              limiting the foregoing) keeping the kitchens and toilets in the
              Common Parts clean and tidy Provided that any such regulations do
              not interfere with the Tenant's use of or reasonable access to the
              Demised Premises

      3.20    AUCTIONS, MEETINGS AND RESIDENTIAL USE

              Not to hold any sale by auction public exhibition or political or
              other meeting on the Demised Premises nor to use the Demised
              Premises for the purpose of gaming or sleeping or for residential
              purposes


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      3.21    THE AUTHORISED USE

              3.21.1  Not to use the Demised Premises otherwise than for the
                      Authorised Use provided always that the Tenant hereby
                      acknowledges that no representation is or has prior to the
                      date hereof been given by or on behalf of the Landlord
                      that the Authorised Use is permitted under the Planning
                      Acts

              3.21.2  Notwithstanding any consent which the Landlord may give to
                      any change of use not to change the use of the Demised
                      Premises without (where applicable) obtaining planning
                      permission for such change of use

              3.21.3  Not to have the Demised Premises continuously unoccupied
                      for more than twenty one days without notifying the
                      Landlord

      3.22    USE OF ESCAPE ROUTES

              Not to use except for means of escape from fire or other peril any
              escape routes over any adjoining premises and to indemnify the
              Landlord and the owners and occupiers of any other premises in
              respect of any loss or damage suffered by reason of or arising out
              of any improper or negligent use thereof by the Tenant its
              employees agents and visitors

      3.23    INSURANCE

              3.23.1  Not to do or bring anything in or upon the Demised
                      Premises which may render void or voidable any policy of
                      insurance of the Demised. Premises effected by the
                      Landlord or which may render any increased or extra
                      premium payable for such insurance

              3.23.2  To carry out such works to the Demised Premises as may be
                      required by the insurers of the Demised Premises or any
                      competent authority for the

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                      better protection thereof and to take all reasonable
                      precautions against the outbreak of fire in the Demised
                      Premises

              3.23.3  In the event of any damage to or destruction of the
                      Demised Premises to give immediate notice thereof to the
                      Landlord stating whether and to what extent such damage or
                      destruction may be believed or suspected to be due
                      directly or indirectly to any of the Insured Risks

              3.24.4  Not to effect any policy of insurance on the Demised
                      Premises in respect of any of the Insured Risks and in
                      default the Landlord shall be entitled to any insurance
                      proceeds received by or payable to the Tenant

              3.23.5  (Without limiting the generality of the foregoing) not to
                      bring or keep in or on the Demised Premises any dangerous
                      explosive combustible corrosive or offensive material

              3.23.6  If any damage to or destruction of the Demised Premises
                      shall occur due to any of the Insured Risks and (by virtue
                      of a breach of any of the foregoing covenants or
                      otherwise) any insurance proceeds under any insurance
                      effected under the terms of this Lease shall be
                      irrecoverable in whole or in part by reason solely or
                      partly due to any act or default of the Tenant or its
                      servants in the course of their employment and within the
                      Tenant's control then the Tenant will forthwith pay to the
                      Landlord on demand the whole or (as the case may be) the
                      irrecoverable part of the cost (including any costs of
                      site and debris clearance and architects' surveyors'
                      quantity surveyors' engineers' and other professional
                      persons' reasonable and proper fees and incidental
                      expenses) of making good such damage or destruction


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      3.24    ALIENATION

              3.24.1  Not to assign underlet charge or part with possession of
                      or share the occupation of the whole or any part of the
                      Demised Premises save by an assignment or underletting
                      permitted under the following provisions of this Lease

              3.24.2  Not to hold the Demised Premises or any part thereof upon
                      trust for any person other than the Tenant (save that
                      where the Tenant comprises one or more partners in a firm
                      carrying on in good faith business or practice upon the
                      Demised Premises in accordance with the terms hereof then
                      the Tenant may hold the Demised Premises on trust for
                      himself and some or all of his partners in such firm) nor
                      to permit the Lease to be held upon trust by any person
                      other than the Tenant (save as aforesaid)

              3.24.3  Not to assign or underlet part only of the Demised
                      Premises

              3.24.4  Not to assign the whole of the Demised Premises without
                      procuring that

                      3.24.4.1  any intended assignee first enters into direct
                                covenants with the Landlord during the residue
                                of the Term then subsisting or until released
                                pursuant to the Landlord and Tenant (Covenants)
                                Act 1995 to pay the rents hereby reserved and to
                                observe and perform all the covenants and
                                conditions on the Tenant's part herein contained
                                and (where the intended assignee is a firm)
                                procuring that such direct covenants are given
                                jointly and severally by such of its partners as
                                the Landlord may reasonably require

                      3.24.4.2  if reasonably required the Tenant enters into an
                                Authorised Guarantee Agreement guaranteeing the
                                performance of the

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                                covenants and conditions herein contained by the
                                intended assignee incorporating (inter alia) (a)
                                the provisions permitted by section 16(5) of the
                                Landlord and Tenant (Covenants) Act 1995 and (b)
                                the provisions of the Fifth Schedule

              3.24.5  Subject as aforesaid not to assign the whole of the
                      Demised Premises without the prior written licence of the
                      Landlord such licence not to be unreasonably withheld or
                      delayed in the case of a respectable and responsible
                      intended assignee

              3.24.6  Not to underlet the whole of the Demised Premises except
                      by way of deed which shall:-

                      3.24.6.1  contain a prohibition in the same terms as in
                                this lease against the underlessee assigning
                                underletting charging parting with possession or
                                sharing the occupation of the whole or any part
                                of the premises so underlet

                      3.24.6.2  be at the best rent which can reasonably be
                                obtained without taking a fine or premium and in
                                any event at a rent not less than the rent for
                                the time being reserved by this Lease

                      3.24.6.3  be (save as aforesaid) on terms and conditions
                                consistent with the terms and conditions of this
                                Lease

                      3.24.6.4  reserve sums equal to the whole of the Insurance
                                Rent and Service Charge nor to do so without
                                procuring that any intended underlessee first
                                enters into direct covenants with the Landlord
                                to observe and perform all the covenants and
                                conditions (other than as to the payment of
                                rent) to be contained in the proposed underlease
                                in accordance with the foregoing

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                                provisions and (where the intended underlessee
                                is a firm) procuring that such direct covenants
                                are given jointly and severally by such of its
                                partners as the Landlord may reasonably require

                      3.24.6.5  effectively exclude Sections 24 to 28 inclusive
                                of the Landlord and Tenant Act 1954 (as amended)
                                with the due authority of an appropriate court
                                order the Tenant giving to the Landlord prior to
                                the grant a copy of such order certified by the
                                Tenant's Solicitors to be a true copy

              3.24.7  Subject as aforesaid not to underlet the whole of the
                      Demised Premises without the prior written licence of the
                      Landlord such licence not to be unreasonably withheld or
                      delayed in the case of a respectable and responsible
                      intended underlessee

              3.24.8  To use all reasonable endeavours at the Tenant's own
                      expense to enforce observance and performance of and not
                      to waive the covenants on the part of an underlessee
                      contained in any underlease granted pursuant to the
                      provisions hereinbefore contained and to consult with the
                      Landlord in respect of any rent reviews under any
                      underleases and not to agree any new rents pursuant to
                      such reviews without the Landlord's prior written approval
                      (such approval not to be unreasonably withheld or delayed)

              3.24.9  Prior to seeking any consent from the Landlord hereunder
                      to supply the Landlord with all such references and
                      financial and other information concerning the intended
                      assignee or underlessee as the Landlord may reasonably
                      require

<PAGE>   20

              3.24.10 Notwithstanding anything contained in this Clause 3.24 the
                      Tenant may share occupation of the Demised Premises with a
                      member of the same group of companies (as defined by
                      Section 42(l) of the Landlord and Tenant Act 1954) of
                      which the Tenant is a member provided that no tenancy is
                      created by such occupation

      3.25    REGISTRATION OF ASSIGNMENTS ETC

              Within one month of every assignment transfer underlease assent or
              devolution upon death of or relating to the Demised Premises to
              give notice thereof in writing with particulars thereof to the
              Landlord or its authorised agent and to deliver to them a
              certified copy of such assignment transfer underlease assent or
              the grant of representation under which such devolution arises (as
              the case may be) and to pay a registration fee of Twenty-Five
              Pounds (plus Value Added Tax) in respect of each such document

      3.26    DETAILS OF OCCUPATION AND INTERESTS

              Within one month of any demand by the Landlord from time to time
              in that behalf to notify the Landlord in writing:-

              3.26.1  of the persons in actual occupation or possession of the
                      Demised Premises and of the right in which they are in
                      such occupation or possession and

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

              3.26.3  of the terms of all underleases licences or devolutions
                      affecting the Demised Premises

      3.27    NOTICES AND VIEWING FOR SALE OR RE-LETTING

              3.27.1  To permit the Landlord during the last six months of the
                      Term (or earlier if there is reasonable likelihood of the
                      Term being determined within six

<PAGE>   21

                      months) to display on the Demised Premises notices for
                      re-letting the same or for selling the same with vacant
                      possession such notices to be placed in such a position so
                      as not to interfere with the Tenant's business

              3.27.2  Any such notice shall be affixed and retained without
                      interference upon any suitable external parts of the
                      Demised Premises but not so as to obstruct access or the
                      passage of light or air to the Demised Premises

              3.27.3  At all reasonable times of the day and upon reasonable
                      prior notice to the Tenant to permit all persons with
                      authority of the Landlord or its agents to enter and view
                      the Demised Premises but not with such frequency to have
                      an adverse effect on the Tenant's business

      3.28    INSPECTION

              To permit the Landlord at all reasonable times of the day upon
              reasonable prior written notice but not more than once every six
              months of the Term to enter the Demised Premises to take schedules
              and inventories of the fixtures and fittings and also (with or
              without any valuer appointed to advise on the insurance of the
              Demised Premises) for the purpose of measuring or valuing the
              Demised Premises

      3.29    YIELDING UP

              To yield up the Demised Premises at the expiry or sooner
              determination of the Term with all additions and improvements from
              time to time made thereto and all fixtures and fittings from time
              to time affixed therein or thereupon (other than tenant's trade
              fixtures and fittings) in such condition as shall be in accordance
              with the covenants hereinbefore contained and in accordance with
              the covenants or conditions contained in or imposed by any licence
              or consent granted by the Landlord hereunder and in the event that
              any alterations or additions shall have been made to the Demised
              Premises during the Term if reasonably required by the Landlord
              (but not otherwise) to

<PAGE>   22

              reinstate the Demised Premises to the state and condition thereof
              prior to the making of such alterations or additions and to remove
              from the Demised Premises and to make good all damage caused to
              the Demised Premises by such removal and by the removal of any
              tenant's fixture and fittings or any furnishings or effects
              belonging to the Tenant

      3.30    REMOVAL OF PROPERTY AFTER DETERMINATION OF TERM

              If after the Tenant has vacated the Demised Premises after the
              determination of the Term any property of the Tenant shall remain
              in or on the Demised Premises and the Tenant shall fail to remove
              the same within seven days after being given notice to do so by
              the Landlord then the Landlord shall be entitled (and for such
              purpose is hereby appointed agent of the Tenant) on behalf of the
              Tenant to sell such property or where reasonable dispose of it for
              no monetary gain and shall hold the proceeds of such sale (after
              deducting the costs and expenses of removal storage and sale
              reasonably and properly incurred in connection therewith) to the
              order of the Tenant

      3.31    WORKS TO ADJOINING PREMISES

              To permit the Landlord at any time during the Term to make
              alterations or additions to any other part (including the Common
              Parts) of the Building (but not so as to prevent access to or
              egress from the Demised Premises or the running of the Tenant's
              business at the Demised Premises ) and to execute works make
              erections on rebuild alter or develop any land or building
              belonging to the Landlord adjoining or near to the Demised
              Premises and to use the same in each case as the Landlord may
              think fit notwithstanding any interference with or diminution of
              the passage of light or air to the Demised Premises in each case
              provided no other reasonable way of carrying out these works and
              the right to be exercised so as to cause as little adverse effect
              as

<PAGE>   23

              possible to the Tenant's business and all damage caused to be made
              good to the Tenant's reasonable satisfaction.

      3.32    ACCESS TO SERVICE MEDIA

              Not knowingly to prevent access to or to interfere with the
              Service Media running in or under or through the Demised Premises
              as serve other parts of the Building or other adjacent premises
              and to permit the Landlord and the owners and occupiers of such
              premises at all reasonable times on reasonable prior notice (or at
              any time without notice in cases of emergency) to enter the
              Demised Premises for repairing maintaining renewing altering
              connecting or cleansing of any other parts of the Building or any
              adjacent premises or any Service Media serving the same or for
              installing Service Media which can conveniently be laid through
              the Demised Premises the persons exercising such rights doing so
              in a reasonable manner progressing all works with reasonable
              expedition and causing as little disturbance as possible and
              making good all damage thereby caused to the Demised Premises

      3.33    REMOVAL OF TENANTS FIXTURES ETC

              If for the purpose of exercising its rights under the foregoing
              sub-clause the Landlord shall reasonably require the removal of
              any of the Tenant's fixtures fittings furniture goods or effects
              from any part of the Demised Premises then forthwith upon
              receiving a written request to do so the Tenant shall at its own
              expense remove the same and if the Tenant shall fail to do so then
              the Landlord may do so taking reasonable care

      3.34    OTHER RIGHTS OF ENTRY

              To permit the Landlord and all other authorised persons to enter
              the Demised Premises in accordance with the provisions of the
              Third Schedule

<PAGE>   24

      3.35    EASEMENTS

              To take all reasonable steps to prevent any encroachment upon the
              Demised Premises or the acquisition of any right to light air
              drainage or other easement over upon or under the Demised Premises
              or the loss of any right or easement of light air or drainage or
              otherwise which the Demised Premises may have at the date hereof
              over any other property and forthwith to give notice to the
              Landlord and at the Tenant's own cost to do all such things as may
              be required by the Landlord for preventing the making of such
              encroachment or the acquisition or loss (as the case may be) of
              such right or easement

      3.36    COVENANTS AFFECTING THE REVERSION

              To observe and perform (so far as they may affect the Demised
              Premises and are not the responsibility of any other person under
              the express terms of this Lease) all covenants conditions and
              restrictions (if any) to which any reversions immediately or
              mediately expectant hereon may be subject

      3.37    NOTICE TO LANDLORD

              To give notice as soon as reasonably practicable after becoming
              aware of the same to the Landlord of any material disrepair or
              other matter which the Landlord is liable to remedy under the
              Landlord's covenants hereinafter contained

      3.38    COSTS OF NOTICES

              To pay on a full indemnity basis all reasonable and proper costs
              charges and expenses (including legal costs surveyors fees and
              other professional charges) which may be incurred by the Landlord
              or its agents:-

              3.38.1  in or in contemplation of any application made at the
                      request of the Tenant to any planning or other competent
                      authority or any application by the Tenant to the Landlord
                      for any consent pursuant to the covenants in this

<PAGE>   25

                      Lease contained (whether consent or approval is granted or
                      refused and even if the application is withdrawn)

              3.38.2  for the purpose of or incidental to or in reasonable
                      contemplation of the preparation service and enforcement
                      of any notice under sections 146 and 147 of the Law of
                      Property Act 1925 or under the Leasehold Property
                      (Repairs) Act 1938 (as amended by the Landlord and Tenant
                      Act 1954) or any schedule of dilapidations or other notice
                      schedule or demand (whether of a like nature or not) which
                      the Landlord may reasonably require to be given under the
                      provisions of this Lease and whether or not the same are
                      served during or within three months of the end or sooner
                      determination of the Term and notwithstanding that
                      forfeiture (if applicable) is avoided otherwise than by
                      relief granted by the Court

              3.38.3  incidental to or in contemplation of the preparation and
                      service of any notices under Section 17 of the Landlord
                      and Tenant (Covenants) Act 1995

      3.39    VALUE ADDED-TAX

              3.39.1  Where any rent or other sum payable by the Tenant
                      hereunder is liable to Value Added Tax to pay such tax

              3.39.2  Where any costs incurred by the Landlord are to be repaid
                      by the Tenant under the terms of this Lease, to repay any
                      Value Added Tax paid by the Landlord in respect of those
                      costs except to the extent (if any) to which the Landlord
                      is able to recover such Value Added Tax as input tax

      3.40    INDEMNITY

              To keep the Landlord fully and effectively indemnified from and
              against all proper liabilities costs claims proceedings actions
              and expenses (whether in respect of physical or financial loss or
              any injury to or the death of any person or damage to any

<PAGE>   26

              property moveable or immoveable or the infringement disturbance or
              destruction of any right or easement or otherwise) arising
              directly or indirectly out of or in respect of:-

              3.40.1  any unauthorised use or occupation of the Demised Premises
                      or

              3.40.2  the execution of any works upon the Demised Premises other
                      than by the Landlord or the Landlord's servants or agents
                      or

              3.40.3  the state and condition of the Demised Premises or

              3.40.4  any act or default of the Tenant its agents employees or
                      visitors or

              3.40.5  any matters arising out of the provisions of the Defective
                      Premises Act 1972 or

              3.40.6  any leakage from or overflowing of pipes tanks closets or
                      Service Media in or forming part of the Demised Premises
                      except only insofar as the same may be the direct
                      responsibility of the Landlord under the express terms of
                      this Lease or may be insured against by the Landlord under
                      the terms of this Lease

4.    LANDLORD'S COVENANTS

      The Landlord HEREBY COVENANTS with the Tenant for so long as the reversion
      immediately expectant on the determination of the Term is vested in it:-

      4.1     QUIET ENJOYMENT

              That the Tenant paying the rents hereby reserved and observing and
              performing the several covenants and stipulations on the Tenant's
              part herein contained shall peaceably hold and enjoy the Demised
              Premises during the Term without any interruption (except as
              herein provided) by the Landlord or any person rightfully claiming
              under or in trust for it
<PAGE>   27

        4.2     INSURANCE

        To insure (and if the Landlord so requires through the Landlord's own
        agency) and (unless and for the period the insurance so effected shall
        become void through or by reason of any act or omission of the Tenant or
        any servant or agent of the Tenant) to keep insured the Building from
        loss or damage by the Insured Risks with insurers or underwriters of
        repute in the full reinstatement cost of the Building as advised by a
        competent surveyor including the cost of site and debris clearance and
        architects' surveyors' quantity surveyors' engineers' and all other
        necessary professional persons' fees (including Value Added Tax on all
        such costs and fees) and incidental expenses consequent upon such loss
        or damage and against three years loss of rent from the Demised Premises
        consequent upon any such loss or damage and against third party
        liability public liability and property owners liability and in the
        event of damage or destruction due to any such risks forthwith (as soon
        as the necessary labour materials and permits are obtained) to lay out
        in rebuilding and reinstatement all moneys received under or by virtue
        of any such insurance (other than moneys received in respect of loss of
        rent or third party or public liability) and make good any deficiency
        out of the Landlord's own monies

        PROVIDED ALWAYS that if the whole or a substantial part of the Demised
        Premises shall be destroyed or damaged as aforesaid and if rebuilding or
        reinstatement shall be rendered impossible or unlawful by virtue of the
        provisions of any Act of Parliament or shall otherwise be frustrated or
        if the Demised Premises shall not have been rebuilt or reinstated within
        two years after the occurrence of such destruction or damage then either
        the Landlord assuming it has made all reasonable attempts to reinstate
        or the Tenant may serve not less than six months' written notice upon
        the other to determine this Lease and upon the giving of



<PAGE>   28

        any such notice the Landlord's obligations as to rebuilding or
        reinstatement shall be discharged and upon the expiration of any such
        notice the Term shall absolutely determine but without prejudice to the
        rights and remedies of either party in respect of any antecedent breach
        of covenant and in each such case the insurance monies shall be paid to
        and belong beneficially to the Landlord

        4.3     MAINTENANCE

        To use all reasonable endeavours to perform the obligations and provide
        the services set out in Part I of the Fourth Schedule

        4.4     RESERVE FUND

        As and when the Landlord thinks fit to set aside as a reserve such sums
        of money as the Landlord shall reasonably require to meet future costs
        which the Landlord reasonably expects to incur under this Lease in
        carrying out work (not annually recurring) of replacement maintenance
        repair redecoration and renewal and for the purpose of the Fourth
        Schedule the sum set aside under this clause shall be treated as an item
        of expenditure incurred by the Landlord

5       PROVISOS

        PROVIDED ALWAYS and IT IS HEREBY AGREED AND DECLARED that:-

        5.1     CESSER OF RENT

        From and after any destruction of or damage to the Demised Premises from
        any of the Insured Risks then (unless such insurance shall have been
        vitiated or the policy moneys refused in whole or in part due to any act
        or default of the Tenant or its servants or agents) the rents hereby
        reserved or a proper proportion thereof according to the nature and
        extent of the injury sustained shall forthwith cease to be payable by



<PAGE>   29

        the Tenant until the Demised Premises shall have been rebuilt or
        reinstated as aforesaid or until the expiration of three years from the
        occurrence of such destruction or damage (whichever is the earlier)

5.2     DISPUTES

        Any dispute relating to the provisions of Clause 5.1 of this Lease shall
        be referred to the determination of an independent surveyor to be
        appointed by the parties jointly or (in default of joint appointment) at
        the request of either party by the President for the time being of the
        Royal Institution of Chartered Surveyors and such surveyor shall act as
        an arbitrator in accordance with the Arbitration Act 1996

5.3     COMPENSATION

        The provisions for compensation contained in Section 37 of the Landlord
        & Tenant Act 1954 shall not apply to the tenancy hereby created except
        in the events specified in Section 38(2) of that Act

5.4     RE-ENTRY

        Without prejudice to any other remedy or power of the Landlord if the
        rents hereby reserved or any part thereof shall at any time be unpaid
        for twenty-one days after becoming payable (whether lawfully demanded or
        not) or if the covenants on the Tenant's part herein contained shall not
        be materially performed or observed or if the Tenant shall become
        bankrupt or make any assignment for the benefit of creditors or enter
        into an agreement or make any arrangement with creditors for the
        liquidation of debts by composition or otherwise or suffer any distress
        or process of execution to be levied upon its goods or if the Tenant is
        a company and shall enter into liquidation whether voluntary or
        compulsory (save for the purpose of reconstruction or amalgamation not
        involving a material reduction in net tangible assets) or shall have a
        receiver administrator or administrative receiver appointed over any of
        its



<PAGE>   30
        assets and in any of the said cases it shall be lawful for the Landlord
        at any time thereafter to re-enter upon the Demised Premises or any part
        thereof in the name of the whole and thereupon this demise shall
        absolutely determine but without prejudice to any right of action of the
        Landlord in respect of any antecedent breach of the Tenant's covenants
        herein contained

5.5     DISTRESS

        Without prejudice to any other remedy or power of the Landlord if the
        rents hereby reserved or any part thereof shall at any time be unpaid
        for 21 days after becoming payable (whether lawfully demanded or not)
        the Landlord may enter the Demised Premises and distrain upon all goods
        (including tenant's fixtures and fittings and other things not
        ordinarily distrainable) found therein or thereupon and sell the same
        and (so far as may be permitted by law) apply the proceeds thereof in
        payment of all costs expenses and commissions incurred in respect of
        such sale and any balance in or towards payment of such unpaid rent or
        rents

5.6     AVOIDANCE OF WAIVER

        That each of the Tenant's covenants herein contained shall remain in
        full force both at law and in equity unless the Landlord shall have
        expressly waived or released the same

5.7     LIMITS ON TENANT'S REPAIR

        The Tenant shall not be liable to repair or otherwise remedy any damage
        to the Demised Premises caused by any of the Insured Risks except where
        payment of the policy moneys is refused in whole or in part due to any
        act or omission of the Tenant or its servants or agents or licensees or
        sub-tenants



<PAGE>   31

5.8     EXCLUSION OF ADDITIONAL RIGHTS

        The Tenant shall not be or become entitled by long user prescription
        implication or otherwise to any right to light air or drainage or other
        right easement or quasi-easement whatsoever over or from any other
        premises nor to any covenant or obligation or additional service on the
        part of the Landlord except as expressly provided by this Lease

5.9     EXCLUSION OF MUTUAL ENFORCEABILITY OF COVENANTS

        Notwithstanding that the Landlord may from time to time grant other
        leases in the same form as or in similar form to this Lease the
        covenants therein contained shall not be enforceable by the Tenant nor
        shall the covenants contained in this Lease be enforceable by other
        tenants of the Landlord nor shall the Demised Premises or any adjacent
        premises of the Landlord be or be deemed to be the subject of a building
        scheme and the Landlord shall be free to grant other leases in such form
        and for such purposes as it shall desire

5.10    NOTICES

        5.10.1  Any notice under this Lease shall be in writing

        5.10.2  Any notice to the Tenant shall be sufficiently served if served
                in any of the following manners:-

                5.10.2.1  addressed to the Tenant (either by name or by the
                          description "The Tenant" without any name) and left at
                          the Demised Premises

                5.10.2.2  addressed to the Tenant and sent to the Tenant by post
                          to or left at the Tenant's last known address in Great
                          Britain

                5.10.2.3  addressed to the Tenant and sent to the Tenant by post
                          to or left at the Tenant's registered office (if any)


<PAGE>   32

                5.10.3  Any notice to the Landlord shall be sufficiently served
                        if addressed to the Landlord and sent by post to or left
                        at its last known address in Great Britain or (if the
                        Landlord is a company) to or at its registered office

                5.10.4  Any notice to any person who shall be a surety under
                        this Lease or who shall hereafter give direct covenants
                        as surety under any deed of licence or covenant entered
                        into pursuant to sub-clause 3.24 of this Lease shall be
                        sufficiently served if addressed to such person and sent
                        by post to or left at his address as stated in this
                        Lease or in the said deed (as the case may be) or to or
                        at such other address as such person may have notified
                        to the Landlord in writing for such purpose

                5.10.5  Any notice to a party that comprises two or more persons
                        shall be sufficiently served on all such persons if
                        addressed to all of them and served on any one of them

                5.10.6  In addition to the aforesaid methods of service the
                        regulations contained in section 196 of the Law of
                        Property Act 1925 as amended by the Recorded Delivery
                        Service Act 1962 shall apply and the provisions thereof
                        and of this clause shall apply equally to any notice in
                        respect of the Demised Premises served under the
                        Landlord and Tenant Act 1954 as to any notice served
                        under the Law of Property Act 1925 or the Leasehold
                        Property (Repairs) Act 1938 or any notice served under
                        the express provisions of this Lease

        5.11    PROCEEDINGS

                The Tenant hereby submits to the non-exclusive jurisdiction of
                the English courts and hereby agree that any proceedings arising
                under or relating to this Lease or the Demised Premises may be
                served upon the Tenant by delivery at the Demised



<PAGE>   33

                Premises or at such other address in England (if any) as the
                Tenant may from time to time notify to the Landlord in writing
                for this purpose

        5.12    POWER TO APPOINT AGENTS

                Where the Landlord has the right or obligation to serve a notice
                demand or certificate or to enter the Demised Premises for any
                purpose such right or obligation may be exercised by a surveyor
                or agent authorised to act on the Landlord's behalf and (in the
                case of entry) if appropriate with workmen materials and
                equipment

        5.13    INTERRUPTION OF SERVICES

                The Landlord shall not be liable for any loss damage or
                inconvenience suffered by the Tenant or any employees agents
                licensees or visitors of the Tenant (either personally or to
                property including the Demised Premises) caused by:-

                5.13.1  any failure or default in the lighting or heating of the
                        Demised Premises or the Common Parts

                5.13.2  any failure or defect in the working of any lift which
                        the Tenant may be entitled to use as aforesaid

                5.13.3  any interruption of the supply or passage of water or
                        other services to which the Tenant may be entitled
                        hereunder or the bursting or overflowing of or any
                        defect in any pipes wires cisterns or other Service
                        Media save to the extent to which the same may be
                        insured against by the Landlord and provided that the
                        Landlord shall use all reasonable endeavours to remedy
                        any such interruption or failure of services as soon as
                        practicable

        5.14    AGREEMENT FOR LEASE

                It is hereby certified that this Lease is not pursuant to an
                agreement for lease



<PAGE>   34

        5.15    NEW TENANCY

                This Lease is a new tenancy for the purposes of the Landlord &
                Tenant (Covenant) Act 1995

6       EXCLUSION OF LANDLORD AND TENANT ACT 1954

                By authority of an Order of the Mayor's and City of London Court
                dated the 11th day of March 1999 Sections 24 to 28 (as amended)
                of the Landlord and Tenant Act 1954 do not apply to this Lease

EXECUTED as a deed the day and year first before written