Exhibit 10.1

THIS UNDERLEASE is made in duplicate and dated the 18th day of July 2003 BETWEEN
CENTRE SOLUTIONS (BERMUDA) LIMITED a company incorporated under the laws of the
Islands of Bermuda ("the Landlord") of the one part and ENDURANCE SPECIALTY
INSURANCE LTD. a company also incorporated under the said laws of the said
Islands ("the Tenant") of the other part

NOW THIS DEED WITNESSES as follows:-

1.    DEFINITIONS and INTERPRETATION

      (1)   "the Access Date" shall mean the 19th July 2003.

      (2)   "the Annual Rent" shall mean the rent payable by the Tenant to the
            Landlord during each respective year of the Term (or any further
            term) beginning with the Initial Rent.

      (3)   "Area A" shall mean the area comprising approximately 28,500 square
            feet situate on the first floor of the Building as shown on Plan A.

      (4)   "Area B" shall mean the area comprising approximately 7,804 square
            feet situate on the second floor of the Building as shown on Plan B.

      (5)   "Area C" shall mean the area shaded blue on Plan C.

      (6)   "the Building" shall mean that part of the building now known as The
            Zurich Centre which has been erected by the Head Landlord and is
            described in and demised to the Landlord by virtue of the Headlease.

      (7)   "the Chattels" shall mean all furniture, equipment and fittings
            situate in Area A and Area B on the date of execution of this
            Underlease and listed in the Schedule hereto annexed (including all
            telephone equipment but excluding all artwork and computers).

      (8)   "the Contents" shall mean the Chattels and the Leasehold
            Improvements or any of them.

      (9)   "Contents Rent" shall mean the total sum of US$514,781.90 per annum
            payable in respect of all of the Contents (being the aggregate of
            US$422,081.00 per annum payable in respect of the Contents situate
            in Area A and US$92,700.90 per annum payable in respect of the
            Contents situate in Area B).

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      (10)  "the C.P.I." means the Bermuda Consumer Price Index.

      (11)  "Extension Notice" means a notice served by the Tenant to the
            Landlord in accordance with the provisions of clause 6(6)(i).

      (12)  "the Formula" means:-

                          A-Bx100
                          -------
                             B

            where:-

            A = the C.P.I. figure produced by the Government Statistics
            Department during the month immediately preceding the Review Date.

            B = the C.P.I. figure produced by the Government Statistics
            Department during the month which is twelve (12) months prior to the
            month mentioned in A above.

      (13)  "Further Term" shall mean a term of years commencing on (and
            including) the New Commencement Day and expiring on the 7th day of
            June 2021.

      (14)  "the Head Landlord" "the Landlord" and "the Tenant" shall include
            the successors and permitted assigns and person or persons for the
            time being deriving title from and under the Head Landlord the
            Landlord and the Tenant respectively.

      (15)  "the Head Landlord" means Trafalgar Limited.

      (16)  "the Headlease" shall mean the lease of the Building dated 16th June
            1999 granted by the Head Landlord to the Landlord, a true and
            completed copy of which is annexed hereto.

      (17)  "Initial Rent" means the total sum of US$2,359,760.00 per annum
            payable in respect of the Premises (being the aggregate of
            US$1,852,500.00 payable in respect of Area A and US$507,260.00 per
            annum payable in respect of Area B).

      (18)  "Leasehold Improvements" shall mean all interior fixed partitioning,
            walls, interior glass, interior doors, lighting, supplemental air
            conditioning systems, above-standard electrical systems and other

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            improvements situate in Area A and Area B on the date of execution
            of this Underlease of the nature and type more particularly
            described in Part I of the Fifth Schedule hereto.

      (19)  "Legal Obligations" shall mean any obligation from time to time
            created by any statute, statutory instrument, byelaw or regulation
            or any authority which relates to the Tenant's Occupation of the
            Premises or their use.

      (20)  "Licence Period" shall mean the period commencing on (and including)
            the Access Date to (and including) the 31st July 2003.

      (21)  "Maintenance Expenses" shall mean the amount per square foot payable
            during each Maintenance Period in respect of all costs expenses and
            outgoings in relation to the matters mentioned in Article IV of the
            Headlease, and including without prejudice to the generality of the
            foregoing a fair proportion of costs reasonably and properly
            incurred by the Landlord in the management (including the costs of
            engaging an agent for such purpose), maintenance, operation and
            insurance of the Building as well as the repair of the Building in
            accordance with Article VI of the Headlease and the provision of
            other services and facilities in connection therewith.

      (22)  "Maintenance Period" shall mean the year commencing on 1st January
            in each year for a period of twelve calendar months.

      (23)  "Management Agreement" shall mean the management agreement dated the
            14th day of January 2000 entered into between the Landlord and
            Waterfront Properties Limited in respect of the management of the
            Building.

      (24)  "New Commencement Day" means the day immediately following the date
            of expiration of the Term.

      (25)  "Open Market Rent" shall mean the rent which might reasonably be
            expected to be paid by a willing tenant to a willing landlord for a
            letting of the whole of the Premises inclusive of the Leasehold
            Improvements in the open market with vacant possession and without a
            fine or premium paid by the Landlord or the Tenant for the Further
            Term and upon the terms of this Underlease (except as to the amount
            of the Annual Rent and excluding the Contents Rent but including the
            provisions for rent review) and upon the assumptions that:

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            (a)   there has been a reasonable period in which to negotiate the
                  terms of the letting taking into account the nature of the
                  Premises and the state of the market;

            (b)   no account will be taken of any additional rent which might be
                  offered by a prospective tenant with a special interest;

            (c)   all the Tenant's covenants contained in this Underlease have
                  been complied with;

            (d)   if the Premises or any access or essential services to them
                  have been destroyed or damaged they have been restored;

            (e)   the Premises comply with all Legal Obligations to the extent
                  they are the Tenant's obligations under this Underlease and
                  may lawfully be used for the purpose permitted by this
                  Underlease; and

            (f)   the Premises are on the New Commencement Day fitted out with
                  Leasehold Improvements to the same standard and condition as
                  they were on the commencement day of the Term (fair wear and
                  tear excepted)

            but disregarding:

            (i)   any effect on rent of the fact that the Tenant or any
                  undertenant or any of their respective predecessors in title
                  has been or is in occupation of the Premises;

            (ii)  any goodwill attached to the Premises by reason of the
                  carrying on of the business of the Tenant or any undertenant
                  or their respective predecessors in title;

            (iii) any improvement to the Premises which (A) was carried out by
                  and at the expense of the Tenant or a permitted undertenant or
                  any of their respective predecessors in title and (B) was
                  carried out with consent where required under this Underlease
                  and (C) was carried out and completed during the Term or
                  during any period of occupation immediately before the start
                  of the Term for fitting out;

            (iv)  any work carried out to the Premises which diminishes the
                  rental value of the Premises at the New Commencement Day ;

            (v)   any temporary (temporary being of no more than 12 months)
                  works of construction demolition alteration or repair being
                  carried out at or near the Premises;

            (vi)  any effect on the rent attributable to the value of the
                  Chattels.

      (26)  "Penalty Sum" shall mean US$12,686.88.

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      (27)  "Plan A" means the plan marked "A" hereto annexed.

      (28)  "Plan B" means the plan marked "B" hereto annexed.

      (29)  "Plan C" means the plan marked "C" hereto annexed.

      (30)  "the Premises" shall mean all those premises comprising a total area
            of approximately 36,304 square feet (being the aggregate of Area A
            and Area B) and situate on the first and second floors of the
            Building respectively and shown outlined in Red on Plan A and Plan B
            respectively and shall include:-

            (a)   the paint and other decorative finishes applied to the
                  interior surfaces of external walls;

            (b)   the floor finishes (including existing carpeting);

            (c)   the ceiling finishes;

            (d)   a moiety only severed vertically of the walls shown edged red
                  on Plan A and Plan B respectively;

            (e)   all additions and improvements to the Premises (including
                  partitioning installed by the Tenant);

            (f)   all the Head Landlord's and Landlord's fixtures and fittings
                  and fixtures of every kind which shall from time to time be in
                  or upon the Premises (whether originally affixed or fastened
                  to or upon the same or otherwise) except such Tenant's
                  fixtures as can be removed from the Premises without defacing
                  the same; and

            (g)   the window frames, glass, sash cords and doors.

      (31)  "President" shall mean the President for the time being of the
            Bermuda Chamber of Commerce or any person authorized at the relevant
            time to act on his behalf.

      (32)  "Rent" shall mean all sums payable by the Tenant to the Landlord
            under this Underlease.

      (33)  Rent Payment Days shall mean the 1st day of each month.

      (34)  "Rent Review Surveyor" shall mean a professionally qualified
            chartered surveyor or valuer who shall be appointed in accordance
            with the provisions of paragraph 3 of the Fourth Schedule hereto.

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      (35)  "Review Date" shall mean every annual anniversary of the
            commencement date during the Term and the Further Term.

      (36)  "Term" means the period of Ten (10) years commencing on (and
            including) the 1st day of August 2003.

2.    THE DEMISE

      IN CONSIDERATION of the Rent hereinafter reserved and the covenants on the
      part of the Tenant hereinafter contained the Landlord with the consent of
      the Head Landlord HEREBY DEMISES unto the Tenant ALL THAT the Premises
      together with the Contents TO HOLD the same unto the Tenant for the Term
      together with the easements rights and privileges mentioned in the First
      Schedule hereto but excepting and reserving as mentioned in the Second
      Schedule hereto.

3.    RENT AND MAINTENANCE EXPENSES

      (1)   The Tenant shall pay to the Landlord the following rents:

            (i)   during the first year of the Term namely from (and including)
                  the 1st day of August 2003 to (and including) the 31st day of
                  July 2004, the Initial Rent, which shall be payable in advance
                  on the Rent Payment Days by way of equal instalment payments
                  each (subject to the provisions of clause 6(12)) in the sum of
                  US$196,646.66 commencing on the 1st day of August 2003.

            (ii)  on the first Review Date the Initial Rent shall increase by a
                  rate equivalent to the percentage rate of increase (if any) of
                  the C.P.I. during the preceding Twelve (12) month period
                  calculated in accordance with the Formula and shall be payable
                  monthly in advance during the second year of the Term on the
                  Rent Payment Days by way of equal instalment payments.

            (iii) on each subsequent Review Date and during each subsequent year
                  of the Term, the Annual Rent shall increase by a rate
                  equivalent to the percentage rate of increase (if any) of the
                  C.P.I. during the preceding Twelve (12) month period
                  calculated in accordance with the Formula and shall be

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            payable in advance on the Rent Payment Days by way of equal
            instalment payments.

            (iv)  the Contents Rent which shall be paid by way of one lump sum
                  payment in the sum of US$5,147,819.00 on or before the 1st day
                  of August 2003.

            (v)   If the Annual Rent or the Contents Rent or any part of them
                  shall not be paid in cleared funds on the date on which they
                  are due or if any other part of the Rent is not paid within
                  seven days after becoming due (whether or not demanded except
                  where a demand is required by this Underlease) the sum in
                  question shall carry interest at the rate of 3% above the base
                  lending rate of The Bank of Bermuda Limited for United States
                  Dollars.

      (2)   The Tenant shall also pay to the Landlord by way of additional rent:

            (i)   30% of the Maintenance Expenses being a proportion calculated
                  on the basis of the square footage of the Premises as a
                  percentage of the total rentable square footage of the
                  Building (whether or not such rentable square footage is
                  actually let) and the Maintenance Expenses shall be payable by
                  monthly payments in advance on the 1st day of each month
                  commencing on the commencement of the Term.

            (ii)  30% of the cost of insuring against loss of rent insurance in
                  the event of damage or destruction by a risk against which the
                  Head Landlord or the Landlord has insured.

      (3)   At any time or times during or immediately prior to each Maintenance
            Period the Landlord shall serve written notice on the Tenant
            notifying the Tenant of the Tenant's proportion of the Maintenance
            Expenses for the forthcoming Maintenance Period.

      (4)   As soon as is reasonably practicable after the end of each
            Maintenance Period the Landlord shall, if the Tenant so requests and
            if the Landlord itself has been so supplied, provide to the Tenant
            copies of audited accounts showing the Maintenance Expenses. If the
            sums paid to the Landlord by the Tenant in accordance with paragraph
            3(2) hereof shall exceed the Tenant's portion of the

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            Maintenance Expenses then such excess shall be placed in an interest
            bearing account and

            (a)   in the event that it exceeds US$25,000.00 in value, it shall
                  (to the extent permitted by the provisions of the Management
                  Agreement) be forthwith refunded to the Tenant; or

            (b)   in the event that it is US$25,000.00 or less it shall be
                  carried forward and credited to the Tenant and shall together
                  with the interest accrued thereon be set off against the
                  Tenant's liability for the next Maintenance Period or any
                  succeeding Maintenance Periods. Should there be any excess
                  remaining at the expiration of the Term such excess together
                  with interest thereon shall be repaid forthwith to the Tenant
                  on the termination of the Term. If the sums paid to the
                  Landlord by the Tenant in accordance with paragraph 3 (2)
                  hereof shall be found to be less than the Tenant's actual
                  portion of the Maintenance Expenses incurred, the Tenant shall
                  pay to the Landlord the amount of such shortfall within one
                  (1) month of the receipt of demand such demand to be
                  accompanied by evidence of the shortfall.

4.    TENANT'S COVENANTS

      THE TENANT with the intention that the obligations may continue throughout
      the Term, hereby covenants with the Landlord as follows:

      (1)   To pay the Rent hereby reserved at the times and in manner aforesaid
            without any deductions whatsoever.

      (2)   To pay all telephone electricity and any other utility charges
            directly incurred by the Tenant and not included in the Maintenance
            Expenses.

      (3)   To keep the interior of the Premises and the fixtures therein and
            the interior doors and windows thereof including the interior of the
            glass clean and in first class condition and in any event in a state
            of repair and condition that is consistent with the state of repair
            and condition of the Premises at the commencement of the Term (fair
            wear and tear excepted), which said condition is agreed between the
            parties to be in accordance with the provisions of clause 6 (8)
            hereof.

      (4)   Not to make any structural or exterior alterations or additions
            whatsoever to any part of the Building or the Premises, other than

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            alterations or additions to systems installed in the Building and
            serving the Premises from time to time such as electrical, air
            conditioning and other systems which may be altered or added to,
            provided the Tenant obtains the Landlord's prior written consent
            (such consent not to be unreasonably withheld subject to compliance
            with all applicable regulations and to the Tenant accepting a duty
            to reinstate upon the expiration or determination of this
            Underlease) and not to make any non-structural alterations or
            additions to the interior of the Premises without the previous
            consent in writing of the Landlord (which consent shall not be
            unreasonably withheld or delayed provided such alterations or
            additions are completed to a standard that is consistent with first
            class professional offices) and where necessary the consent of the
            Head Landlord;

            In connection with any such non-structural alterations or additions
            the Tenant shall:

            (a)   submit plans and specifications for approval of the Head
                  Landlord and Landlord, such approval not to be unreasonably
                  withheld or delayed;

            (b)   appoint a contractor previously approved by the Landlord, and
                  (where required pursuant to the terms of the Headlease) by the
                  Head Landlord such approval not to be unreasonably withheld or
                  delayed;

            (c)   reinstate if required (by the Head Landlord via the Landlord)
                  such alterations, decorations, installations, additions or
                  improvements including those alterations, decorations,
                  installations, additions or improvements effected to the
                  Leasehold Improvements by or on behalf of the Tenant, prior to
                  the expiration of the Term so that the Premises, including the
                  Leasehold Improvements are in the same condition as existed
                  prior to the Tenant's occupation; and

            (d)   cause all contractors employed by the Tenant to carry such
                  insurance as is required in accordance with statute or as
                  customarily carried by reputable contractors on the said
                  Islands, which insurance shall name the Head Landlord and
                  Landlord as an additional insured. In the event that any such
                  contractor shall not carry commercial general liability
                  insurance covering such contractors on or about the Premises

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                  with a single limit of not less than BD$1 million, or such
                  other reasonable amounts as the Landlord shall reasonably
                  require, (or as are required of the Landlord by the Head
                  Landlord pursuant to the terms of the Headlease) and if the
                  Tenant has not submitted certificates to the Landlord or Head
                  Landlord evidencing such coverage prior to the commencement of
                  any work, the Tenant shall not hire such contractor, unless
                  the acts and omissions are covered by the Tenant's liability
                  insurance maintained by the Tenant in accordance with Clause 4
                  (10).

      (5)   To comply at its own cost and expense with all applicable valid
            laws, rules, regulations, ordinance requirements and orders of
            public authorities and similar organisations, and to make all
            alterations pursuant thereto, in relation to the interior of the
            Premises and/or the Tenant's use thereof and the Landlord shall have
            no responsibility to make any changes whatsoever to conform the
            structure of the Premises to the same. The Landlord will however
            co-operate with the Tenant and automatically consent to such changes
            required to comply with this covenant but at no cost or expense to
            the Landlord, such that the Tenant will be able to so comply.

      (6)   If after date hereof the land tax is separately assessed and not
            incorporated in the Maintenance Expenses to pay the land tax and any
            other taxes assessed on the Tenant as occupier of the Premises and
            if necessary provide proof of payment to the Landlord if requested
            to do so and the Maintenance Expenses will be reduced accordingly.

      (7)   To permit the Landlord and its agents with or without workmen or
            others to enter the Premises at any time in the event of an
            emergency and otherwise to enter the Premises at all reasonable
            times of the day upon giving twenty-four hours previous notice in
            writing to view the state, repair and condition thereof and upon the
            Landlord serving upon the Tenant a notice specifying any breach of
            the Tenant's repairing covenants contained in this Underlease, and
            requiring the Tenant to forthwith execute the same, the Tenant shall
            diligently carry out the necessary repairs and if the Tenant has
            not, within three months after such notice, completed the repairs in
            accordance with such notice and the covenants in that behalf
            hereinbefore contained then to permit the Landlord to enter upon the
            Premises and execute such repairs and the costs thereof shall be a
            debt due from the Tenant to the Landlord within 28 days on demand
            such demand to be

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            accompanied by evidence of expenditure on the part of the Landlord
            and forthwith be recoverable by action.

      (8)   Not to knowingly do or permit or suffer to be done or omitted
            anything on any part of the Premises or the Building which may
            render void or voidable any insurance policy provided by the Head
            Landlord or the Landlord under the terms of the Headlease and this
            Underlease or which may increase the rate of premium payable in
            respect thereof.

      (9)   To keep the Contents as well as the Tenant's fixtures, fittings,
            assets and chattels contained in the Premises insured against loss
            or damage including fire, windstorm and such other risks as the
            Landlord may reasonably require.

      (10)  To maintain an insurance policy with a company approved by the
            Landlord (and pursuant to the Headlease by the Head Landlord)
            providing such comprehensive general liability insurance in the
            initial sum of BD$2,000,000.00 (which said sum shall be increased or
            otherwise varied forthwith at the Landlord's request at any time
            during the Term) in relation to all claims for bodily injury death
            or property damage which may be caused or occasioned to the Landlord
            or any of the other tenants or neighbours to the Premises, Building
            and/or any adjoining land as a result of the acts, negligence or
            otherwise of the Tenant its servants, agents, employees and
            licencees and to provide evidence of such insurance to the Landlord
            and (if requested of the Landlord by the Head Landlord) to the Head
            Landlord in either case if requested to do so and if requested to do
            so ensure such insurance policy has the Tenant, Landlord and Head
            Landlord and Head Landlord's managing agent denoted as insured
            parties.

      (11)  Not at any time during the Term to use or occupy or permit to be
            used or occupied the Premises otherwise than as first class
            professional offices together with ancillary uses provided for the
            benefit of employees and invitees and provided that such ancillary
            uses are not available to the public or to membership by the public.

      (12)  (a)   Not to do or permit or suffer to be done on the Premises,
                  Building or any adjoining land any act or thing which may be
                  or become unlawful on the basis of the laws of the said
                  Islands from time to time or a nuisance, to the Landlord or
                  the Head

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                  Landlord or the other tenants or occupiers of the Building or
                  the tenants or occupiers of any adjoining or neighbouring land
                  or permit or suffer to be done any act or thing which may
                  affect or is likely to affect the value of the land on which
                  the Building is erected or any adjoining land or any part
                  thereof. No excessive noises or odours shall be emitted from
                  the Premises.

            (b)   Not to improperly use, handle, store or dispose of any oil,
                  hazardous or toxic materials, or hazardous or toxic waste in
                  or about the Premises or the Building. If the transportation,
                  storage, use or disposal of hazardous or toxic materials
                  anywhere on the Premises or in the Building in connection with
                  the Tenant's use of the Premises and/or the Building results
                  in either the contamination of the soil, surface or ground
                  water or loss or damage to persons or property, then the
                  Tenant shall:

                  (i)   Notify the Head Landlord and Landlord immediately of
                        such contamination or claim of contamination in full
                        compliance with all applicable statutes, regulations and
                        standards;

                  (ii)  Indemnify and defend and hold the Landlord including its
                        liability to the Head Landlord harmless from and against
                        any claims, demands, causes of action, liabilities,
                        costs and fees, including attorneys fees, arising from
                        or in connection with any such contamination, claim for
                        contamination, and loss or damage, relative to any
                        Tenant's contamination during the Term and observe and
                        perform any directives given by either the Head Landlord
                        or the Landlord in respect of cleaning up or remedying
                        such contamination (subject to the Landlord mitigating
                        its losses).

                  This provision shall survive the termination of this
                  Underlease. No consent or approval of the Landlord shall be in
                  any way construed as imposing upon the Landlord any liability
                  for the means, methods or manner of removal, containment or
                  other compliance with the applicable law for and with respect
                  to the foregoing.

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      (13)  Not to assign or underlet part only of the Premises except to the
            extent permitted by clause 13(i) below, and not to assign or
            underlet or part with the possession of the whole of the Premises
            without the consent in writing of the Landlord (and Head Landlord
            pursuant to the Headlease) first being obtained, which consent shall
            in the case of the Landlord, not be unreasonably withheld or delayed
            provided the following terms and conditions are fulfilled to the
            Landlord's satisfaction:-

            (i)   any assignment or sublease shall be to either a single tenant
                  who shall occupy the whole of the Premises or to two (2)
                  different tenants and in the latter event, one of the tenants
                  shall occupy on the basis of an assignment or sublease the
                  whole of Area A and the other tenant shall occupy on the basis
                  of a separate assignment or sublease (which shall commence
                  simultaneously with the assignment or sublease relating to
                  Area A) the whole of Area B;

            (ii)  any proposed sublease shall incorporate an annual rent that is
                  the greater of the Annual Rent then payable in respect of the
                  Premises and (to the extent permitted by law) the open market
                  rent for the Premises at the time when the term of the
                  sublease commences (such commencement date being substituted
                  for the New Commencement Day for the purpose of computing such
                  open market rent) ("the Full Sublease Rent") (apportioned as
                  necessary where two separate tenants occupy Area A and Area B
                  respectively) and in the event that the Tenant is not
                  permitted by law and/or by the Government of Bermuda to
                  collect the Full Sublease Rent, the Tenant shall use all
                  reasonable endeavours to procure any necessary consents
                  required to permit the difference between the Full Sublease
                  Rent and the annual rent that the Tenant is permitted by law
                  to collect, to be paid directly to the Landlord ;

            (iii) any proposed assignment or sublease incorporates the covenants
                  and conditions on the part of the Tenant contained in this
                  Underlease (save and except those relating to Rent) and any
                  other terms or conditions that the Landlord or the Head
                  Landlord shall impose;

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            (iv)  any proposed tenant is engaged in the insurance, banking or
                  financial services industry at the time when the proposed
                  assignment or sublease is intended to commence;

            (v)   any proposed tenant shall be of a financial standing that is
                  equal to or better than the Tenant's financial standing when
                  considered on the basis of assets and net capital at the time
                  when the proposed assignment or sublease is intended to
                  commence;

            (vi)  any proposed tenant shall have a credit or financial strength
                  rating equal to or greater than BBB+ from Standard & Poor's
                  Corporation, or Baal from Moody's Investors Service (together
                  "the Ratings") and if either Standard & Poors or Moody's
                  ceases to publish its ratings then the prospective tenant must
                  have the required rating from the other rating agency and if
                  both cease to publish ratings then the proposed tenant must
                  have a rating equivalent to the Ratings from a United States
                  nationally recognized statistical rating organization selected
                  by the Landlord and if either Moody's or Standard & Poors
                  changes its rating system then the Landlord shall make such
                  changes in the Ratings so as to make the then required rating
                  consistent with what existed as at the commencement date of
                  this Underlease;

            (vii) subject to the provisions of subclause 4(13)(ii) concerning
                  the permission by law and/or Government of Bermuda for the
                  Tenant and Landlord to collect such profits, the Landlord
                  receives fifty percent (50%) of any profits received by the
                  Tenant and arising by virtue of any such assignment or
                  sublease the term "profit" shall:-

                  (a)   in the case of a sublease, mean the difference between
                        the Annual Rent and all other financial payments payable
                        by the Tenant under this Underlease when compared to the
                        annual rent and other financial payments to be paid by
                        the prospective subtenant for the Premises (pro-rated in
                        the event of a sublease of part); and

                  (b)   in the case of any assignment, mean any lump sum or
                        premium payment made to the Tenant as consideration for
                        such assignment

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                        after deducting in the case of both (a) and (b)

                              (i)   payments for the Tenant's property or
                                    equipment or for the Contents;

                              (ii)  the amount of any legal fees and brokerage
                                    commission actually paid by the Tenant to
                                    unaffiliated third parties, and

                              (iii) construction costs paid by the Tenant to
                                    unaffiliated third parties to ready the
                                    assigned or subleased premises for the new
                                    tenant).

      (14)  Not to affix any permanent placard, announcement, advertisement name
            or sign upon the external wall or on the windows of the Premises or
            write upon the Premises or any part of the Building or land
            surrounding the Building any name or sign without the consent in
            writing of the Landlord first being obtained save and except (to the
            extent permitted by the Head Landlord) two signs stating the
            Tenant's name and business, which shall be of similar size type and
            composition to the existing signs posted by other Tenants of the
            Building and may be affixed:-

            (a)   on the pedestal outside the Premises; and

            (b)   on the Building's ground floor signage system.

      (15)  To observe the restrictions set out in the Third Schedule hereto.

      (16)  To conform to all reasonable regulations made by the Head Landlord
            upon the Landlord in respect of the Premises and/or Landlord from
            time to time in accordance with the provisions of paragraph 2 of the
            Third Schedule hereto.

      (17)  Save to the extent recoverable under any policy of insurance, the
            Tenant agrees to indemnify and save harmless the Landlord its
            affiliates and their respective directors, officers, employees and
            agents from and against any claims of whatever nature (except to the
            extent that any such claims arise out of wilful fraud, wilful
            default, wrongdoing or bad faith on the part of the Landlord)
            arising from any act, omission or negligence on the part of the
            Tenant or the Tenant's contractors, lawful invitees, agents,
            servants or employees arising from any accident, injury or damage
            whatsoever caused to any person or to the property of any person
            occurring in or about the Premises and to indemnify the Landlord
            from any claims demands or losses whatsoever arising as a result of
            the Tenant's failure to comply with

<PAGE>
                                       16


            its covenants in this Underlease subject the Landlord's obligation
            to mitigate its losses

      (18)  At the expiration or sooner determination of the Term quietly to
            yield up unto the Landlord the Premises with all fixtures and
            fittings including the Contents (other than the Tenant's fittings)
            which now or at any time during the Term shall be thereon or added
            thereto well and substantially repaired and with all locks, keys and
            fastenings complete (provided that the Tenant shall not be obligated
            to replace any of the Contents that shall be missing or destroyed).

      (19)  To keep the Premises and the Leasehold Improvements in a state of
            condition and repair during the Term that is consistent with the
            state of condition and repair of the Premises and Leasehold
            Improvements at the commencement of the Term (fair wear and tear
            excepted) and to replace as necessary during the Term and at the
            Tenant's expense with similar items, any of the Leasehold
            Improvements that are found to be missing or destroyed or so damaged
            as to be incapable of being restored to their former condition
            provided that where the Landlord has consented to alterations to
            Leasehold Improvements pursuant to the provisions of clause 4(4)
            hereof, the Tenant shall not be obligated to reinstate such
            alterations.

5.    LANDLORD'S COVENANTS

      THE LANDLORD hereby covenants with the Tenant as follows:-

      (1)   That the Tenant paying the Rent hereby reserved and performing and
            observing the covenants and stipulations herein on the Tenant's part
            to be performed and observed shall peaceably hold and enjoy the
            Premises during the Term without any interruptions by the Landlord
            or any person rightfully claiming under or in trust for the Landlord
            or by title paramount.

      (2)   That subject to the payments of the Rent hereinbefore reserved on
            the dates and in the manner hereinbefore provided and to the
            observance and performance of the covenants and stipulations herein
            contained and on the part of the Tenant to be observed and performed
            the Landlord will use all reasonable endeavours to procure that the
            Head Landlord carries out and performs or arranges for the carrying
            out and performance of the several matters and things set forth in
            the Headlease on its part to be carried out or performed and the
            Landlord

<PAGE>
                                       17


            shall comply with its obligations as lessee under the Headlease and
            carry out perform or arrange for the carrying out and performance of
            the several matters and things in the Headlease including the
            maintenance and repairing obligations contained in Section 1 Article
            VI of the Headlease on its part to be carried out and performed in
            so far as they are not the Tenant's obligations hereunder and shall
            not vary any terms of the Headlease that affect the Tenant's use and
            enjoyment of the Premises without the Tenant's consent (which shall
            not be unreasonably withheld).

      (3)   Save to the extent recoverable under any policy of insurance the
            Landlord agrees to indemnify and save harmless the Tenant its
            affiliates and their respective directors, officers, employees and
            agents from and against any claims of whatever nature (except to the
            extent that any such claims arise out of wilful fraud, wilful
            default, wrongdoing or bad faith on the part of the Tenant) arising
            from any act, omission or negligence on the part of the Landlord or
            the Landlord's contractors, lawful invitees, agents, servants or
            employees arising from any accident, injury or damage whatsoever
            caused to any person or to the property of any person occurring in
            or about the Premises and/or Buildings and to indemnify the Tenant
            from any claims demands or losses whatsoever arising as a result of
            the Landlord's failure to comply with its covenants in this
            Underlease Subject to the Tenant's obligation to mitigate its
            losses.

      (4)   In the event that the percentage of the total rentable square
            footage of the Building occupied by the Tenant during the Term or
            the Further Term comes to exceed the percentage of the total
            rentable square footage of the Building occupied by the Landlord
            and/or any of the Landlord's "Tenant Affiliates" (as this term is
            defined in the Headlease) on the basis of underleases entered into
            by the Landlord, the Landlord shall subject to receiving the prior
            written consent of Waterfront Properties Limited (which said consent
            the Landlord shall use all reasonable endeavours to procure), permit
            the Tenant to attend the meetings referred to in clauses 3.2 and 7.3
            of the Management Agreement AND if such consent is forthcoming the
            Landlord agrees to provide the Tenant with not less than 30 days
            advance notice in writing of each such meeting .

6.    MUTUAL COVENANTS

      IT IS MUTUALLY AGREED and DECLARED as follows:-

<PAGE>
                                       18


      (1)   If any Rent hereinbefore reserved or any part thereof shall be in
            arrears for the period of twenty-eight (28) days or more after the
            day whereon the same ought to be paid whether formally demanded or
            not or if any covenant on the Tenant's part herein contained shall
            not be performed or observed within twenty-eight (28) days of
            receipt of notice by the Landlord as to such breach or if the Tenant
            or other person or persons in whom for the time being the Term
            hereby created shall be vested or any of them shall become the
            subject of a winding-up order or make any assignment of the benefit
            of its creditors or make any arrangements with its creditors for
            liquidation of its debts by composition or otherwise or suffer any
            distress or process of execution to be levied on its goods then and
            in any such case the Landlord may at any time thereafter by seven
            (7) days notice in writing to the Tenant terminate this Underlease
            (subject to receiving such Court Order as may be requisite from time
            to time to effect the same) and on the expiry thereof this
            Underlease shall absolutely cease and determine but without
            prejudice to any right or action of either party in respect of any
            antecedent breach of the Tenant's or Landlord's covenants or of any
            of the provisions and stipulations herein contained.

      (2)   Any notice under this Underlease shall be in writing and any notice
            to the Tenant shall be sufficiently served if delivered by hand
            addressed to the Tenant at the Premises or sent to the Tenant at
            such address or to its registered office by registered post or such
            other address as the Tenant shall from time to time notify the
            Landlord in writing and any notice to the Landlord shall be
            sufficiently served if delivered by hand or sent by registered post
            to the Landlord at its registered office or at such other address as
            the Landlord shall from time to time notify the Tenant in writing.
            Any notice sent by post shall be deemed to be given at the time when
            in due course is delivered at the address to which it is sent.

      (3)(i) If the Premises or any part thereof are at any time during the Term
             damaged so as to be unfit for occupation and use and/or if the
             Building is damaged to an extent that makes gaining access to the
             Premises impractical and if the Head Landlord's policy or policies
             of insurance shall not have been rendered void or voidable or
             payment of the policy monies refused in whole or in part by reason
             of any act or default of the Tenant then the Annual Rent and
             Maintenance Expenses hereby reserved or a fair proportion thereof
             according to the

<PAGE>
                                       19


            nature and extent of the damage sustained shall be suspended until
            the Premises are rendered fit for occupation and use and/or a normal
            means of gaining access to the Premises is restored or for a period
            of three years whichever is the shorter.

            (ii)  Provided that whenever insured damage occurs and the Premises
                  or any part thereof is damaged to such an extent that the
                  rebuilding and reinstatement of the same cannot be completed
                  within a period of twelve (12) months then the Tenant shall be
                  entitled to terminate this Underlease by serving a notice upon
                  the Landlord and this Underlease shall terminate at the
                  expiration of ninety (90) days from the date of such notice.

            (iii) Any dispute concerning the provisions of this Clause 6 (3) and
                  the implementation thereof shall be determined by arbitration
                  in accordance with the provisions of Clause 6 (5) hereof.

      (4)(i) Whenever the Formula is applied in this Underlease, no decrease in
             the C.P.I. and/or change in the reference base used to compile the
             C.P.I. shall operate to reduce the Annual Rent payable from time to
             time during the Term or the Further Term below the Annual Rent
             payable during the preceding Twelve (12) month period.

            (ii)  In the event of any change after the date of this Underlease
                  in the reference base used to compile the C.P.I., the figure
                  taken to be shown in the C.P.I. after the change shall be the
                  figure which would have been shown in the C.P.I. if the
                  reference base current at the date of this Underlease had been
                  retained.

            (iii) In the event of it becoming impossible, by reason of any
                  change after the date of this Underlease in the methods used
                  to compile the C.P.I. or for any other reason whatsoever, to
                  calculate the Annual Rent by reference to the C.P.I. or if any
                  dispute or question whatsoever arises between the parties to
                  this Underlease with respect to the amount of the Annual Rent
                  or with respect to the construction or effect of any clause
                  relating thereto, the dispute or question shall be determined
                  by reference to arbitration in accordance with clause 6 (5)
                  hereof.

      (5)   Where any provision of this Underlease requires that a dispute or
            matter in difference be submitted to arbitration such arbitration
            shall be construed within the meaning of The Arbitration Act, 1986
            or any Act for the time being in force amending or replacing the
            said Act and

<PAGE>
                                       20


            shall be resolved by a single arbitrator. The decision of such
            arbitrator shall be final and binding on the parties hereto.

            (6)   (i)   If the Tenant substantially observes and performs the
                        covenants stipulations and conditions on the part of the
                        Tenant hereunder and if the Tenant serves an Extension
                        Notice upon the Landlord not less than Twelve (12)
                        months or more than eighteen (18) months prior to the
                        expiration of the Term this Underlease shall be
                        automatically extended (but may be surrendered in
                        accordance with clause (6) (iii) (b) below) for the
                        Further Term (with effect from the New Commencement Day)
                        upon the same terms and conditions as this Underlease
                        save as to the Annual Rent (which shall be determined in
                        accordance with clause 6(6)(ii) below), the Contents
                        Rent (which shall be zero) and this present covenant for
                        extension.

                  (ii)  The rent payable from and including the New Commencement
                        Day and during the first year of the Further Term shall
                        be 95% of the Open Market Rent, which shall be
                        determined in accordance with the provisions of the
                        Fourth Schedule hereto and shall not in any event be
                        less than the Annual Rent payable immediately before the
                        expiration of the Term unless 95% of the Open Market
                        Rent at such time amounts to a figure that is more than
                        twenty-five percent (25%) below the Annual Rent payable
                        by the Tenant immediately before the expiration of the
                        Term, in which event the Annual Rent payable during the
                        first year of the Further Term shall be the aggregate
                        of:-

                        (a)   95% of the Open Market Rent as determined in
                              accordance with the provisions of the Fourth
                              Schedule hereto; plus

                        (b)   a figure representing fifty percent (50%) of the
                              difference between the Annual Rent payable by the
                              Tenant immediately before the expiration of the
                              Term and 95% of the Open Market Rent mentioned in
                              6(6)(ii)(a)

                  (iii) Notwithstanding any other provisions to the contrary
                        contained in this clause 6 (6) or in the Fourth Schedule
                        hereto:

                        (a)   in the event that the Rent Review Surveyor's award
                              referred to in paragraph 5 of the Fourth Schedule
                              is delivered thirty (30) days or more prior to the
                              expiration of the Term and the Tenant is not
                              prepared to accept the said award, the Tenant
                              shall, provided the Tenant gives the Landlord
                              notice within five (5) days

<PAGE>
                                       21


                              following the day upon which the Rent Review
                              Surveyor's award is delivered, be entitled to
                              yield up the Premises at the expiration of the
                              Term, and the option to extend this Underlease
                              shall be of no further effect. If the Tenant fails
                              to provide the Landlord with notice as aforesaid,
                              the Tenant shall be deemed to have accepted the
                              Rent Review Surveyor's award and the Further Term
                              shall commence on the New Commencement Day on the
                              basis of clauses 6(6)(i) and 6(6)(ii);

                        (b)   in the event that the Rent Review Surveyor's award
                              is delivered less than thirty (30) days prior to
                              the expiration of the Term (or during the Further
                              Term) and the Tenant is not prepared to accept the
                              said award, the Tenant shall, provided the Tenant
                              gives to the Landlord within fifteen (15) days
                              following the day upon which the Rent Review
                              Surveyor's award is delivered, not less than one
                              (1) month's notice, surrender this Underlease,
                              whereupon the Further Term shall cease and be
                              extinguished subject only to sub-clause
                              6(6)(iii)(d) below. If the Tenant fails to provide
                              the Landlord with notice as aforesaid, the Tenant
                              shall be deemed to have accepted the said award
                              and the provisions of paragraph 7 of the Fourth
                              Schedule shall apply;

                        (c)   in the event that the Premises is yielded up in
                              accordance with the provisions of clause
                              6(6)(iii)(a) or the Tenant surrenders this
                              Underlease in accordance with the provisions of
                              clause 6(6)(iii)(b), each party shall bear his own
                              costs in respect of the matters contemplated in
                              the Fourth Schedule save and except the fact that
                              all sums associated with engaging the Rent Review
                              Surveyor and procuring his award (including any
                              fees payable in respect of having the President
                              appoint or replace the Rent Review Surveyor) shall
                              be shared equally between the Landlord and the
                              Tenant;

                        (d)   if the Underlease is surrendered in accordance
                              with clause 6(6)(iii)(b), upon such surrender same
                              shall cease and absolutely determine but without
                              prejudice to the liability of the Tenant or the
                              Landlord in respect of any antecedent breach of
                              any obligations or provisions of this Underlease
                              then subsisting.

<PAGE>
                                       22


                        (e)   time shall be of the essence in respect of the
                              provisions of this clause 6(6).

                  (iv)  The Annual Rent during the second year of the Further
                        Term shall be the aggregate of the Annual Rent payable
                        during the first year of the Further Term plus an
                        increase by a rate equivalent to the percentage rate of
                        increase of the C.P.I. during the first year of the
                        Further Term and shall be calculated in accordance with
                        the Formula.

                  (v)   On each Review date following the second year of the
                        Further Term the Annual Rent shall increase by a rate
                        equivalent to the percentage rate of increase of the
                        C.P.I. during the preceding Twelve (12) month period
                        calculated in accordance with the Formula. For the
                        elimination of doubt the provisions of clause 6(4) of
                        this Underlease shall also apply to clauses 6(6)(iv) and
                        (v).

      (7)   Any provisions of this Underlease that may be deemed inoperative or
            void shall be severed from the remaining provisions of this
            Underlease and such remaining provisions shall be preserved.

      (8)   The Landlord and the Tenant hereby agree and confirm that as at the
            17th day of July 2003, the interior of the Premises including the
            fixtures therein and the interior doors and windows thereof and
            including the interior of the glass are -clean and in first class
            condition. The Landlord and the Tenant hereby agree that neither
            party shall, through any action or a failure to act, cause the
            Premises to be in a condition which is materially different than the
            condition of the Premises on the 17th day of July 2003, except as
            set forth in clause 6(11) hereof.

      (9)   The Landlord and the Tenant shall use all reasonable endeavours to
            ensure that any insurance policy entered into by either party
            pursuant to the provisions of this Underlease shall contain a waiver
            of all subrogation rights by the insured party's insurer in favour
            of the other party, subject to such normal exclusions and
            limitations as may apply to such waivers (including fraud or bad
            faith) and subject to the availability of such waivers in the
            Bermuda insurance market and in the absence of any such waivers,
            each party shall use all reasonable endeavours to ensure that the
            other party's interest is noted or endorsed on the insured party's
            insurance policy. The Landlord and the Tenant shall each supply the
            other with copies of their respective insurance policies showing any
            waivers or endorsements procured in

<PAGE>
                                       23


            accordance with this clause 6(9) forthwith upon receiving same and
            the Landlord and the Tenant shall advise each other of any inability
            to procure waivers or endorsements in accordance with this clause.

      (10)  The Landlord and the Tenant hereby acknowledge and agree that in the
            event that all or part of the space currently occupied by Tyco
            International Ltd. ("Tyco") on the second floor of the Building and
            shown outlined in green on Plan B is vacated or delivered up to the
            Landlord the Tenant shall have a pre-emptive right to take a
            supplemental underlease ("the Supplemental Underlease") of up to
            3,507 square feet of such space ("the Additional Space") on the
            basis of the following terms and conditions:-

            (i)   the annual rent payable in respect of the Additional Space
                  shall be $65.00 per square foot per annum if the Supplemental
                  Underlease commences during the first year of the Term but
                  shall otherwise be consistent with the Annual Rent rates per
                  square foot payable in respect of the Premises during the
                  balance of the Term, as calculated in accordance with the
                  provisions of clause 3(1) hereof and during the Further Term
                  as calculated in accordance with the provisions of clause 6(6)
                  hereof;

            (ii)  the rent payable in respect of the chattels and leasehold
                  improvements (together "the Additional Space Contents")
                  situate in the Additional Space shall be calculated at the
                  rate of $148.00 per square foot and shall be payable in one
                  lump sum on or before the commencement of the Supplemental
                  Underlease and such lump sum payment shall for the elimination
                  of doubt constitute payment in full of all rent due and owing
                  by the Tenant to the Landlord in respect of the Additional
                  Space Contents for the Term and the Further Term;

            (iii) the Additional Space Contents shall include those chattels and
                  leasehold improvements contained within the Additional Space,
                  as mutually agreed by the Tenant and the Landlord and set
                  forth in the Supplemental Underlease;

            (iv)  the Maintenance Expenses shall be calculated in accordance
                  with clause 3(2) of this Underlease;

<PAGE>
                                       24


            (v)   the Supplemental Underlease shall otherwise incorporate the
                  terms and provisions of this Underlease mutatis mutandis and
                  shall subsist for the duration of this Underlease and shall
                  include a separate list of the Additional Space Contents;

            (vi)  forthwith upon Tyco delivering up the Additional Space, the
                  Landlord shall provide the Tenant with written notice that
                  same is available and in the event that the Tenant does not
                  accept the terms of the Supplemental Underlease within 30 days
                  thereafter the Tenant's pre-emptive right contained in this
                  clause 6(10) shall cease and be of no further effect.

      (11)  The Landlord hereby agrees to provide the Tenant with exclusive
            access to Area C as licensee only during the Licence Period for the
            purpose of carrying out alterations and works to Area C which said
            works shall be conducted in accordance with plans and specifications
            prepared by the Tenant being drawing No. 1 previously provided to
            and approved by the Landlord and the parties mutually agree that the
            Tenant shall occupy Area C on the basis of the following terms and
            conditions:-

            (a)   Area C will be provided to the Tenant on the Access Date with
                  vacant possession.

            (b)   Save to the extent recoverable under any policy of insurance,
                  the Tenant shall at all times indemnify the Landlord for loss
                  or damage arising from any act or default of the Tenant as a
                  result of the carrying out of the works contemplated in this
                  clause 6(11) and/or as a result of the Tenant's occupation of
                  Area C during the Licence Period generally, except to the
                  extent that any such loss or damage arises out of wilful
                  fraud, wilful default, wrongdoing or bad faith on the part of
                  the Landlord.

            (c)   The Tenant shall during the Licence Period, observe and
                  perform all of the covenants conditions and obligations on the
                  part of the Tenant as tenant contained in this Underlease
                  (save and except any covenants conditions and obligations
                  relating to the Rent) insofar as they are capable of applying
                  to the Tenant's occupation of Area C pursuant to the licence
                  hereby granted and all remedies that would be incidental to
                  the

<PAGE>
                                       25


                  relationship of landlord and tenant shall apply to the
                  Tenant's right of occupation as licensee.

            (d)   The Tenant's right to occupy Area C during the Licence Period
                  shall not operate or be deemed to operate as a demise and the
                  Tenant hereby acknowledges that it will not be entitled to any
                  estate right or interest in Area C other than as bare
                  licensee.

            (e)   In the event that the Tenant fails to comply with any of the
                  covenants conditions and obligations contained in this clause
                  6(11) or this Underlease is terminated prior to the
                  commencement of the Term the Tenant shall forthwith upon
                  receiving a written demand from the Landlord, vacate Area C,
                  make good to the Landlord's reasonable satisfaction any damage
                  caused to Area C by the Tenant and reinstate to the extent
                  reasonably requested in writing by the Landlord, Area C to the
                  same state and condition as it was prior to the Access Date.

      (12)  The Landlord and the Tenant hereby agree that in the event that the
            Landlord fails to provide the Tenant with exclusive access to Area C
            on the Access Date with vacant possession in accordance with the
            provisions of clause 6(11):

            (a)   the Landlord shall pay to the Tenant the Penalty Sum in
                  respect of and for each day from (and including) the Access
                  Date during which the Landlord fails to provide such access;

            (b)   the aggregate of the Penalty Sums shall be deducted from the
                  first instalment of the Initial Rent payable by the Tenant in
                  accordance with clause 3(1)(i) hereof.

      IN WITNESS WHEREOF the parties to these presents have caused their Common
Seals to be hereunto affixed the day and year first before written.

                               THE FIRST SCHEDULE

                   (Tenant's Easements Rights and Privileges)

1.    Full right and liberty for the Tenant and all persons authorised by the
      Tenant (in common with all other persons entitled to the like right) at

<PAGE>
                                       26


      all times by day and by night with or without motor cars and other
      vehicles and for all lawful purposes subject only to such conditions as
      the Head Landlord or Landlord may reasonably impose to pass and repass
      along over and upon the land surrounding the Building.

2.    The free uninterrupted passage of running water electricity gas and other
      utilities and soil and waste from and to the Premises through the sewers
      drains water-courses cables pipes wires and apparatus which now are or may
      at any time hereafter be in under or passing through the land surrounding
      the Building and/or the Building or any part thereof PROVIDED THAT such
      sewers, drains, water-courses, cables, pipes, wires and apparatus are used
      for the purposes for which they were constructed or installed and further
      that in the event of any services which pass through other parts of the
      Building requiring attention the Tenant may with or without workmen have
      access to such other parts of the Building as may be strictly necessary
      for that purpose and will be responsible for ensuring that no nuisance is
      caused and that any damage incurred is made good to the Landlord's
      reasonable satisfaction and at the Tenant's expense.

3.    The right to subjacent and lateral support and to shelter and protection
      from the other parts of the Building.

4.    The use in common with the Landlord and the other tenants of the Building
      of the entrance lobbies stairways and elevators for the purpose only of
      ingress and egress to and from the Premises and where the Premises do not
      comprise an entire floor use of the common toilet facilities.

5.    The right to park in 20 car parking spaces and 37 motor cycle parking
      spaces as designated from time to time by the Landlord. The Tenant
      acknowledges that the Landlord shall have no obligation to police the use
      of the car parking spaces or the motor cycle parking spaces and the Tenant
      acknowledges that there are car parking spaces and motor cycle parking
      spaces the use of which is reserved for others.

6     Subject to agreeing all material terms and conditions with the Landlord in
      writing, the Tenant shall have the use (in common with the Landlord and
      others so authorised by the Landlord) of any cafeteria or health
      facilities provided by the Landlord to its tenants occupying the Building
      from time to time during the Term, or the Further Term and ancillary to
      the occupation of the Premises. The

<PAGE>
                                       27


      Landlord and the Tenant agree to negotiate in good faith for the purpose
      of agreeing such material terms and conditions and the Landlord and the
      Tenant further agree that:-

      (a)   the level of charges in respect of the Tenant's use of the health
            facilities and the cafeteria shall be based on the fact that the
            Landlord will make neither a profit or a loss for the provision of
            these services; and

      (b)   such facilities and services shall, for the elimination of doubt,
            only be made available upon prior notice and upon the prior
            agreement and consent of the Landlord (acting reasonably).

7.    In the event that the Tenant subleases all or a portion of the Additional
      Space, the right to install and maintain all necessary computer wiring to
      and from any wiring hub located outside the Premises and the Additional
      Space on the second floor.

                               THE SECOND SCHEDULE

                          (Exceptions and Reservations)

There is excepted and reserved out of this Underlease unto the Head Landlord and
the Landlord and those authorised by either of them:

1.    A right with or without workmen and others at all reasonable times on
      twenty-four hours prior notice (except in the case of emergency) to enter
      the Premises for the purpose of carrying out the obligations of the Head
      Landlord and the Landlord hereunder and under the Headlease provided
      always that the Landlord shall be responsible for ensuring that no
      nuisance is caused and that any damage incurred is made good to the
      Tenant's reasonable satisfaction and at the Landlord's expense.

2.    Easements, rights and privileges equivalent to those set forth in the
      First Schedule hereof for the Head Landlord and occupiers of the other
      parts of the Building.

<PAGE>
                                       28


                               THE THIRD SCHEDULE

               (Restrictions on Tenant - Covenant in Clause 4(15))

1.    Not to in any way encumber or interfere with the access to or egress from
      the land surrounding the Building and/or the Building nor leave rubbish
      upon any part of the land surrounding the Building and/or the Building
      (other than such part thereof as is specifically reserved for such
      purpose) nor allow any car, cycle, carriage or other vehicles or thing or
      any goods to be placed or remain upon any part of the land surrounding the
      Building and/or the Building (other than such part thereof as is
      specifically reserved for such purpose).

2.    The Head Landlord has reserved in the Headlease and Landlord reserves the
      right to make such other rules and regulations from time to time (either
      in addition to or by way of substitution of these rules and regulations of
      any of them) as the Head Landlord and/or Landlord may reasonably deem
      necessary for the safety, care and cleanliness of the land surrounding the
      Building and the Building or for securing the comfort or convenience of
      the tenants thereof generally but nothing in this Clause shall, without
      the prior consent of the Tenant, impose on the Tenant the burden or
      obligation to make any increased financial payment (whether directly or by
      reimbursement) or limit in an unreasonable manner the Tenant's access to
      the Premises.

                               THE FOURTH SCHEDULE
                               (Open Market Rent)

1.    In the event that the Tenant opts to extend this Underlease in accordance
      with the provisions of clause 6(6)(i) hereof the Landlord and the Tenant
      shall negotiate in good faith for the purpose of agreeing the Open Market
      Rent as at the New Commencement Day.

2.    Each party shall be permitted at its own cost to retain professionally
      qualified chartered surveyors or valuers for the purpose of producing
      appraisals to assist in negotiating and agreeing the Open Market Rent.

3.    If the parties fail to agree the Open Market Rent within 90 days following
      the delivery of an Extension Notice then to the Open Market Rent shall be
      determined by the Rent Review Surveyor, whose identity shall be either
      agreed between the Landlord and the Tenant, or in the absence of such
      agreement forthwith nominated on

<PAGE>
                                       29


      the application of either the Landlord or the Tenant or both of them
      jointly by the President.

4.    The Rent Review Surveyor shall act as an arbitrator in accordance with the
      Arbitration Act 1986 unless the Landlord specifies otherwise in writing
      before the Rent Review Surveyor is appointed in which case he shall:

      (a)   act as an expert;

      (b)   allow the parties a reasonable opportunity of making representations
            and counter-representations to him;

      (c)   take those representations and counter-representations into account
            including any appraisals procured in accordance with paragraph 2 of
            this Schedule; and

      (d)   if required by either party give written reasons for his
            determination.

5.    The Rent Review Surveyor shall by notice deliver his award (by hand) to
      the parties which said award shall, subject to the provisions of clause
      6(6)(iii) be binding on the parties.

6.    If the Rent Review Surveyor dies or becomes unwilling to act or becomes
      incapable of acting or if for any other reason the President shall in his
      absolute discretion think fit the President may upon the application of
      either the Landlord or the Tenant or both of them jointly discharge him
      and appoint another Rent Review Surveyor to act in his place and in the
      same capacity and this shall be repeated as many times as the
      circumstances may require.

7.    If for any reason the Open Market Rent is not agreed or determined until
      after the New Commencement Day the Tenant shall continue to pay the Annual
      Rent at the rate applicable immediately before that date and on the day
      upon which the Open Market Rent is agreed or determined the Tenant shall
      pay the amount of any increase or the Landlord should refund the amount of
      any decrease for the period from and including the New Commencement Day
      following that agreement or determination together with interest on each
      part of that payment at 3% above the three month London Inter Bank Offered
      Rate on the New Commencement Day for the period on and from the date on
      which that part would have been payable had the Open Market Rent been
      agreed before the New Commencement Day up to the date on which payment is
      due.

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                                       30


8.    Within twenty-eight days of the Open Market Rent being agreed or
      determined a memorandum recording the Annual Rent for the first year of
      the Further Term shall be executed by the parties and attached to this
      Lease and the Counterpart which said memorandum shall be regarded as
      evidential only.

9.    Time is of the essence in this Schedule.

                               THE FIFTH SCHEDULE
                                     Part I
                    (description of Landlord's Improvements)

1.    All partitions which include steel stud and drywall with sound attenuation
      blankets for insulation.

2.    All doors and door frames which are of wood finish.

3.    All wall finishes including all paint finishes and fabric wall covering.

4.    All floor coverings including all carpet, tile and vinyl sheet floor
      coverings.

5.    All lighting fixtures including all fluorescent fixtures, incandescent
      spot lights for accents and all combinations of these.

6.    All kitchen and equipment room cabinets and affixed laminates.

7.    All wood finish meeting room units including all fitted A V equipment
      housed in these units.

8.    All ceiling installations including all tile and drywall ceiling systems
      and surfaces.

The COMMON SEAL of CENTRE                       )
SOLUTIONS (BERMUDA) LIMITED                     )
was hereunto affixed in the presence of:-       )

The COMMON SEAL of ENDURANCE                    )
SPECIALTY INSURANCE LTD.                        )
was hereunto affixed in the presence of:-       )