<PAGE>
                                                                     EXHIBIT 4.2

                            DATED 23/RD/ August 1999
                            ------------------------

                     SUN LIFE PENSIONS MANAGEMENT LIMITED

                                      and

                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED



            ______________________________________________________

                                    LEASE
                                      of
                         Unit B1 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire


            ______________________________________________________

NOTE:    This Lease is a new tenancy for the purposes of the Landlord and Tenant
         (Covenants) Act 1995.


                                          Herbert Smith
                                          Exchange House
                                          Primrose Street
                                          London EC2A 2HS
                                          Tel: 0171-374 8000
                                          Fax: 0171-374 0888
                                          Ref: 2065/2174/30794054
                                          E:\sjf\sun-life\Melbourn-Science-
                                          Park\documents\LEASE_1999-06-22_UNIT-
                                          B1_sun-life_PRATTENTP4.doc
<PAGE>

THIS LEASE is made the 23/rd/ day of August, 1999

BETWEEN:

(1)      SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
         registered office is at 107 Cheapside London EC2V 6DU (hereinafter
         called the "Landlord") and

(2)      CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
         registered office is at The Science Park Melbourn Cambridgeshire SG8
         6JJ (hereinafter called the "Tenant")

WITNESSETH as follows:

1.       The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
         particularly described in the First Schedule hereto together with the
         Landlord's fixtures and fittings therein set out in the Second Schedule
         hereto (all which premises are hereinafter referred to as the "Demised
         Premises") TO HOLD the same unto the Tenant for the term of twelve
         years subject to the provisions for earlier determination in Clause
         4.17 from and including 25/th/ December 1998 (the "Term") PAYING
         THEREFOR:

         FIRSTLY, yearly and proportionately for any part of a year, the rent
         specified in the Fourth Schedule, by equal quarterly payments in
         advance on the usual quarter days in every year, the first such payment
         or a proportionate part of it (being a proportionate part of the rent
         specified in paragraph 2 of the Fourth Schedule from the date hereof to
         the first anniversary of the date from which the Term is calculated,
         after deduction of the quarterly instalments of such yearly rent
         payable on the intervening usual quarter days) to be made on the date
         hereof;

         SECONDLY on demand by way of additional rent (and the Landlord's
         remedies for recovering rent in arrears shall apply hereto) a sum
         representing interest at the rate of four pounds per centum per annum
         above the Midland Bank Plc base lending rate in force at the date the
         rent falls due upon any payment of rent outstanding and unpaid upon the
         date when the payment of rent fell due and upon any other sum or sums
         of money payable under the terms of this Lease by the Tenant to the
         Landlord which shall remain unpaid the interest to be charged from the
         date upon which the payment of rent fell due or the said sum or sums
         was or were (as the case may be) demanded in writing throughout the
         entire period during which the payment of rent or other sum or sums
         remain outstanding or unpaid Provided always that this Clause shall not
         prejudice in any way the Landlord's right of re-entry contained in
         Clause 4.1 hereof

         THIRDLY as additional rent a proportionate part (hereinafter called
         "the service rent") of the Maintenance Charge (which expression in this
         Lease shall mean the aggregate in any one
<PAGE>

         year of the costs expenses provisions liabilities and payments properly
         incurred or otherwise provided for by the Landlord in relation to the
         matters set forth in the Third Schedule hereto) being subject to the
         following terms and provisions:

1.1      the amount of the service rent shall be ascertained and certified
         annually by a certificate (hereinafter called "the certificate") signed
         by the Landlord or its Managing Agents (which expression in this Lease
         shall means the Agents (if any) nominated by the Landlord and for the
         time being thereunder duly authorised by the Landlord and includes
         their sub-agents to whom if requested by the Landlord in writing all
         communications intended for the Landlord shall be addressed) so soon
         after the end of the Landlord's financial year as may be practicable
         and shall relate to such year in manner hereinafter mentioned

1.2      the expression "the Landlord's financial year" shall mean the period
         from the First day of April to the Thirty-first day of March or such
         other annual period as the Landlord may in its discretion from time to
         time determine

1.3      a copy of the certificate for each such financial year shall be
         supplied by the Landlord to the Tenant on written request and without
         charge to the Tenant

1.4      the certificate shall contain a fair and accurate summary of the
         Landlord's said expenses and outgoings incurred by the Landlord during
         the Landlord's financial year to which it relates and the certificate
         (or a copy thereof duly certified by the person by whom the same was
         given) shall be conclusive evidence for the purposes hereof of the
         matters which it purports to certify save in case of manifest error or
         mis-statement

1.5      the annual amount of the service rent payable by the Tenant as
         aforesaid shall be:

                  (A)      a percentage of the Maintenance Charge which is
                           calculated by comparing the gross internal floor area
                           of the Demised Premises with the total gross internal
                           floor area of all premises (including the Demised
                           Premises) let or available for letting (including any
                           premises the freehold of which has been sold by the
                           Landlord but subject to the payment to the Landlord
                           of a service charge contribution) from time to time
                           on the Science Park (as defined in the First
                           Schedule) and the determination of such percentage by
                           the Landlord or its Managing Agents shall be final

                  (B)      together with the whole of the insurance charge set
                           forth in Paragraph 15 of the Third Schedule

1.6      on the usual quarter days in each year during the Term the Tenant shall
         pay to the Landlord such a sum (hereinafter referred to as "advance
         payment") in advance and on account of the service rent for the
         Landlord's financial year then current as the Landlord or its Managing
         Agents shall from time to time specify to be fair and reasonable

                                       2
<PAGE>

1.7      within a reasonable period after the end of each Landlord's financial
         year the Landlord shall furnish to the Tenant an account of the service
         rent payable by the Tenant for that year due credit being given therein
         for the advance payments made by the Tenant in respect of the said year
         and upon the furnishing of such account there shall be paid by the
         Tenant to the Landlord the service rent or any balance found payable or
         there shall be allowed or (after the expiry of the Term) repaid by the
         Landlord to the Tenant any amount which may have been overpaid by the
         Tenant by way of advance payment as the case may require PROVIDED
         ALWAYS that the provisions of this sub-clause shall continue to apply
         notwithstanding the expiration or sooner determination of the Term but
         only in respect of the period down to such expiration or sooner
         determination as aforesaid

1.8      it is hereby agreed and declared that the Landlord shall not be
         entitled to re-enter under the provision in that behalf hereinafter
         contained by reason only of the non payment by the Tenant of any
         advance payment as aforesaid prior to the issue of the certificate for
         the preceding financial year but nothing in this Clause or this Lease
         contained shall disable the Landlord from maintaining an action against
         the Tenant in respect of non payment of any such advance payment
         notwithstanding that the certificate had not been issued at the time of
         the proceedings subject nevertheless to proof in such proceedings by
         the Landlord that the advance payment demanded and unpaid is of a fair
         and reasonable amount having regard to the prospective service rent
         ultimately payable by the Tenant

2.       THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

2.1      To pay Rent

         To pay the rents hereby reserved and made payable on the days and in
         manner aforesaid without any deductions or set off and (unless the
         Landlord agrees otherwise) to pay the rent first reserved (together
         with any VAT on it) by Banker's standing order.

2.2      To pay Outgoings

         2.2.1    From time to time and at all times throughout the Term to pay
                  and discharge all existing and future rates taxes duties
                  charges community charges and assessments surcharges
                  impositions and outgoings whatsoever whether parliamentary
                  local or of any other description which now are or may at any
                  time during the Term be assessed imposed or charged upon or
                  payable in respect of the Demised Premises or any part thereof
                  or upon the owner or occupier in respect thereof or payable by
                  either in respect thereof and whether of national or local and
                  whether of a capital or revenue nature and even though of a
                  wholly novel character provided that the Tenant shall not in
                  any event be liable for any payments as shall be occasioned by
                  any development disposition of or dealing with the ownership
                  of any estate or interest expectant in

                                       3
<PAGE>

                  reversion on the determination of the Term or subject to
                  Clause 4.6 hereof upon the rents received by the Landlord

         2.2.2    To pay all charges for water, gas and electricity (including
                  meter rents) consumed in the Demised Premises during the Term.

         2.2.3    To keep the Demised Premises in rateable occupation during the
                  last three months of the Term or such longer period as The
                  Secretary of State may specify as "the standard period" for
                  the purpose of Section 42 of the Local Government Planning and
                  Land Act 1980

         2.2.4    Immediately and in any case within seven days of receipt of
                  any proposal by the Valuation Officer or Rating Authority
                  respecting the rating assessment of the Demised Premises to
                  give notice thereof to the Landlord and not to agree to any
                  such proposal without the Landlord's written consent (such
                  consent not to be unreasonably withheld or delayed)

2.3      To repair and keep clean and tidy

         2.3.1    Subject always to the proviso hereinafter appearing well and
                  substantially to repair cleanse maintain and keep in good and
                  substantial repair and condition the Demised Premises and
                  without prejudice to the generality of the foregoing well and
                  substantially to repair and keep in repair and maintain all
                  party walls (jointly with tenants of adjoining premises) and
                  all fencing and boundary walls lighting heating and
                  ventilation and drainage systems plate glazing water gas and
                  other installations fire fighting equipment and all other
                  machinery and Landlord's fixtures and fittings in the Demised
                  Premises and exclusively serving the same and all sewers
                  drains channels watercourses gutters rainwater and soil pipes
                  and cables and supply lines exclusively serving the same
                  (damage by any of the insured risks save where the insurance
                  moneys shall be irrecoverable in consequence of any act or
                  default of the Tenant or its agents licensees servants or
                  invitees or damage to the Tenant's trade fixtures fittings and
                  stock (if any) only excepted)


         2.3.2    To keep the Demised Premises maintained to a good standard of
                  decorative order and properly clean and, as often as necessary
                  and at least once in every third year as to the exterior of
                  the Demised Premises and once in every fifth year as to the
                  interior of the Demised Premises and also in the last year of
                  the Term (but not twice in any period of 18 months), to
                  redecorate and treat the Demised Premises with appropriate
                  materials in a good and workmanlike manner (and during the
                  last year of the Term in a colour scheme and with materials
                  approved by the Landlord).

                                       4
<PAGE>

         2.3.3    Without prejudice to the generality of the foregoing to clean
                  all glazing (both inside and outside and including frames) in
                  the Demised Premises as often as shall reasonably be necessary
                  but not less than once in every three months

         2.3.4    To clean the brickwork cladding and other finishes in a
                  workmanlike manner as often as shall reasonably be considered
                  necessary by the Landlord

         2.3.5    Immediately preceding the determination of the Term (howsoever
                  determined) to thoroughly clean and scour the external and
                  internal parts of the Demised Premises and leave the same
                  clean and secure in every respect on the last day of the Term

         2.3.6    To make good all damage caused to the Demised Premises and all
                  other parts of the Science Park (as defined in the First
                  Schedule hereto) by the Tenant its servants agents or
                  licensees or caused in the furtherance of theft and within one
                  month (or within twenty-four hours in case of emergency) after
                  service upon the Tenant by the Landlord of a notice in writing
                  specifying any repairs for which the Tenant is responsible and
                  necessary to be done to commence and thereafter proceed
                  diligently to complete the execution of such repairs and if
                  the Tenant shall fail so to do the Landlord may execute such
                  repairs and the cost thereof shall be a debt due from the
                  Tenant to the Landlord and be forthwith recoverable by action
                  and the Landlord's remedies for recovering rent in arrears
                  shall apply hereto

         2.3.7    To pay to the Landlord forthwith upon written demand (and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto) the reasonable cost to the Landlord of inspecting
                  repairing maintaining renewing replacing any party walls
                  separating the Demised Premises from any adjoining premises in
                  case of failure by the Tenant to comply with its obligations
                  under Clause 2.3.1. of this Lease

         2.3.8    To take all steps necessary to prevent the freezing of water
                  pipes in the Demised Premises

         PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
         latent or inherent defects in the Demised Premises.

2.4      Landlords discretion as to painting and repairs and of making
         regulations

         To abide by the decision of the Landlord or the Landlord's Managing
         Agents as to whether and the time and manner in which any work ought to
         be done pursuant to the covenants in sub- clause 2.3. of this Clause
         and to comply with their reasonable directions in that behalf and as to
         the mode of bringing telephone communication wires into the Demised
         Premises and to abide by all reasonable regulations from time to time
         in force (written details of which shall have first been given to the
         Tenant) relating to the use of any parts of the Science Park which the
         Tenant is entitled to use but which are not included in the Demised
         Premises the

                                       5
<PAGE>

         Landlord being entitled to make and from time to time amend any such
         regulations as it shall at its discretion think appropriate for the
         preservation of the quality and character of the Science Park and the
         amenities thereof and the wellbeing of its occupants (including but
         without limiting the generality of the foregoing regulations
         restricting the use of the Science Park but not the Demised Premises
         for such periods as the Landlord shall deem reasonably necessary or
         expedient in the interests of safety expedition of repairs or
         decorations or otherwise)

2.5      Restriction on effluent and rubbish

         2.5.1    Not to discharge into the drains of the Landlord any effluent
                  other than storm water or into the sewers of the Landlord any
                  effluent other then sewerage water and soil otherwise than as
                  authorised by license issued by Anglian Water Plc or Geodesys
                  Limited or other drainage authority for the time being having
                  jurisdiction in relation to the Science Park and strictly in
                  compliance with all conditions regulations and requirements
                  attaching to such licence PROVIDED THAT the Tenant shall at
                  all times indemnify the Landlord in relation to any liability
                  for contamination or other costs, claims or damage whatsoever
                  or howsoever arising from and directly attributable to such
                  discharge and not to wash down vehicles of any type on any
                  part of the Science Park

         2.5.2    To supply to the Landlord within 7 days of a request therefor
                  a copy of any licence obtained by the Tenant pursuant to Sub-
                  Clause 2.5.1. above

         2.5.3    Not to form any refuse dump or rubbish or scrap heap on the
                  Demised Premises or in any yard passageway staircase or
                  balcony adjacent thereto but to remove as frequently as
                  reasonably necessary all refuse rubbish and scrap and all used
                  tins cans boxes and other containers which may have
                  accumulated on the Demised Premises and to use the refuse
                  disposal receptacles (if any ) provided by the Landlord and to
                  keep the Demised Premises generally free from weeds deposit of
                  materials or refuse and clean and tidy and not to bring or
                  keep or suffer to be brought or kept upon the Demised Premises
                  or on any part of the Science Park anything which is or may
                  become untidy unclean unsightly or in any way detrimental to
                  the amenity of the neighbourhood and within two working days
                  to comply with the requirements of any written notice from the
                  Landlord to restore any amenity injured as aforesaid and in
                  the event of the Tenant failing to comply with such notice the
                  Landlord shall be entitled to enter upon the Demised Premises
                  or elsewhere on the Science Park and carry out any works
                  necessary to comply with such notice and to recover the
                  reasonable cost thereof from the Tenant which shall at the
                  option of the Landlord be recoverable from the Tenant as rent
                  in arrear

                                       6
<PAGE>

2.6      To permit entry for inspection

         2.6.1    To permit the Landlord or the Landlord's Managing Agents or
                  such workmen as may be authorised in writing by them
                  respectively at all reasonable times within forty-eight hours
                  of notice in writing from the Landlord to the Tenant (except
                  in case of emergency when no notice shall be required) to
                  enter the Demised Premises and take a plan and examine the
                  state of repair and condition of the same and to keep
                  inventories of the fixtures and things to be surrendered at
                  the expiry of this Lease and within one calendar month or
                  sooner if requisite after notice in writing to the Tenant of
                  all defects and wants of reparation for which the tenant is
                  liable under the covenants on his part herein contained found
                  on such examination shall have been given or left at the
                  Demised Premises to proceed diligently to repair and make good
                  the same according to such notice and the covenants and
                  conditions and in accordance with the requirements of the
                  Landlord or the Landlord's Managing Agents and in case the
                  Tenant shall make default in so doing within one month of the
                  service of such notice (or within twenty-four hours in case of
                  emergency in the opinion of the Landlord) it shall be lawful
                  for workmen and others to be employed by the Landlord to enter
                  upon the Demised Premises and repair and restore the same and
                  all costs and expenses incurred thereby and Value Added Tax
                  thereon (including Surveyor's and other professional fees)
                  shall on demand be paid by the Tenant to the Landlord and if
                  not so paid shall be recoverable by the Landlord as rent in
                  arrear

         2.6.2    To permit the Landlord or its Agents or workmen at all
                  reasonable times within forty-eight hours of notice in writing
                  from the Landlord to the Tenant (except in case of emergency
                  when no notice shall be required) to enter upon the Demised
                  Premises for the purpose of executing repairs additions or
                  alterations painting and redecoration to or upon any adjoining
                  or neighbouring premises or for making repairing renewing or
                  connecting or cleansing any services belonging to or leading
                  from the same such persons causing as little inconvenience or
                  interruption to business as possible and making good to the
                  reasonable satisfaction of the Tenant all damage to the
                  Demised Premises thereby occasioned

         2.6.3    The Tenant shall indemnify the Landlord from and against all
                  liability whatsoever including all actions proceedings costs
                  claims and demands brought or made against the Landlord under
                  or by virtue of the Defective Premises Act 1972 or any Act or
                  Acts for the time being amending or replacing the same or any
                  regulations or orders made thereunder in the event of the
                  Landlord exercising the right to enter the Demised Premises to
                  carry out any description of maintenance or repair thereof
                  under the power contained in sub-clause 2.6.1 of this
                  sub-clause

                                       7
<PAGE>

2.7      Restriction on Alterations

         2.7.1    Not to make any structural alterations to the Demised Premises
                  or any part thereof nor to erect any new buildings or
                  extensions thereon and without prejudice to the generality of
                  the foregoing not to install any outlets for pipes wires
                  cables or flues through the walls doors or windows of the
                  Demised Premises (save as hereinafter contained) Provided
                  always that the cutting of one or more doors or similar
                  openings in a wall or walls separating the Demised Premises
                  from any adjoining premises occupied by the Tenant shall not
                  for the purposes of this sub-clause be regarded as a
                  structural alteration and shall require the consent of the
                  Landlord under Clause 2.7.2

         2.7.2    Not without the previous consent in writing of the Landlord
                  such consent not to be unreasonably withheld or delayed (and
                  then only in accordance with plans previously approved in
                  writing by the Landlord such approval not to be unreasonably
                  withheld or delayed and subject to conditions reasonably
                  imposed by and under the supervision and to the reasonable
                  satisfaction of the Landlord or its Surveyors or Architects)
                  to make any non-structural alterations or additions to the
                  Demised Premises (excepting the installation of or alterations
                  to internal demountable partitioning for which no consent will
                  be necessary) and if required by the Landlord to reinstate all
                  such approved alterations and modifications (including
                  demountable partitioning) at the end of the Term (or (if
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises occupied by the Tenant the date on which the
                  adjoining premises cease to be occupied by the Tenant) to the
                  reasonable satisfaction of the Landlord or its Surveyor.

         2.7.3    At the expiry of the Term (howsoever determined) (or(if
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises cease to be occupied by the Tenant) if and to the
                  extent required by the Landlord to remove all alterations or
                  additions made to the Demised Premises or any part by the
                  Tenant or its predecessors in title prior to the date of this
                  lease pursuant to any previous tenancy of the Demised Premises
                  under which the Tenant or any predecessor in title of the
                  Tenant was permitted to carry out alterations to the Demised
                  Premises subject to a liability to reinstate and where the
                  Tenant or the predecessor in title did not reinstate the
                  alterations on the determination of that tenancy and to
                  restore and make good the Demised Premises in a good and
                  workmanlike manner to the condition and design which existed
                  before the alterations were made to the reasonable
                  satisfaction of the Landlord or its surveyor.

                                       8
<PAGE>

2.8      Not to affix heavy apparatus or exceed loads or overload services

         2.8.1    Not to affix to the structure or any part of the Demised
                  Premises any heating apparatus ducting pipes or electric power
                  cables or any crane or hoist for the lifting or transport of
                  merchandise or other goods without the written permission of
                  the Landlord first obtained such permission not to be
                  unreasonably withheld or delayed such permission to be hereby
                  deemed and acknowledged in relation to any such apparatus
                  pipes cables crane or hoist affixed to the Demised Premises by
                  the Tenant prior to the date hereof pursuant to any previous
                  lease.

         2.8.2    Not to suspend or permit or suffer to be suspended any heavy
                  load from the ceilings or main structure of the Demised
                  Premises nor load or use or permit or suffer to be loaded or
                  used the floor or structure of the Demised Premises in any
                  manner which will in any way impose a weight or strain in
                  excess of that which such premises are constructed to bear
                  with due margin for safety or which will in any way strain or
                  interfere with the structural members thereof

         2.8.3    Not to overload the services to the Demised Premises

         2.8.4    To pay to the Landlord on demand all reasonable costs
                  reasonably incurred by the Landlord in obtaining in the
                  opinion of a suitably qualified engineer as to whether the
                  Tenant has been in breach of this sub-clause 2.8 and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto

2.9      Not to avoid insurance

         2.9.1    Not to do or permit or suffer to be done anything (save that
                  the permitted use from time to time shall not be deemed to be
                  a breach of this covenant) whereby the policy or policies of
                  insurance of the Demised Premises and/or the adjoining or
                  neighbouring premises of the Landlord may become void or
                  voidable and to comply with all reasonable recommendations and
                  requirements of the insurers as to fire precautions relating
                  to the Demised Premises

         2.9.2    To pay to the Landlord on demand any increased premium which
                  the Landlord may be reasonably required to pay under any
                  insurance policy in respect of the Demised Premises or any
                  other property of the Landlord arising from the user as
                  hereinafter mentioned of the Demised Premises and all such
                  payment shall be added to the rent hereinbefore reserved and
                  shall be recoverable as rent

         2.9.3    In the event of the Demised Premises or any part thereof being
                  destroyed or damaged by any of the insured risks and the
                  insurance moneys under any insurance against the same effected
                  thereon by the Landlord being wholly or partly irrecoverable
                  by reason

                                       9
<PAGE>

                  solely or in part of any act or default of the Tenant or its
                  agents licensees servants or invitees then and in every such
                  case the Tenant will forthwith (in addition to the said rent)
                  pay to the Landlord the irrecoverable proportion of the cost
                  of completely rebuilding and reinstating the same

         2.9.4    Not to effect any policy of insurance of its own in respect of
                  risks covered by the insurance effected by the Landlord of the
                  Demised Premises (and in default any insurance money received
                  by or payable to the Tenant shall become the property of the
                  Landlord)

2.10     Dangerous substances

         2.10.1   Not to keep or permit or suffer to be kept on the Demised
                  Premises any material liquid or gas of a dangerous combustible
                  corrosive explosive flammable radio-active or offensive nature
                  otherwise than in accordance with the provisions of any
                  relevant Act or Acts of Parliament or regulations made
                  thereunder or issued by the Health and Safety Executive or any
                  other like statutory body for the time being in force and
                  after due notice to the Landlord and the insurers of the
                  Demised Premises and payment of every increased or extra
                  premium which ought properly to be paid and in any event not
                  to store in the Demised Premises materials the keeping of
                  which may contravene any statute order or regulation or bye-
                  law

         2.10.2   If it shall be necessary for the Landlord or any tenant of any
                  unit adjoining the Demised Premises to carry out any work to
                  such adjoining unit as a result of the storage in the Demised
                  Premises or any of the substances mentioned in sub-clause
                  2.10.1 hereof then the Tenant shall forthwith on demand pay to
                  the Landlord or such adjoining tenant the cost incurred in
                  carrying out such work as aforesaid

         2.10.3   Within seven days of a request by the Landlord to supply to
                  the Landlord copies of any applications made by the Tenant to
                  any statutory or other authority or body for consent to keep
                  any of the matters referred to in sub-clause 2.10.1 hereof on
                  the Demised Premises together with copies of any licences
                  issued pursuant to any such applications

2.11     Dealings with the lease

         2.11.1   Not to transfer, mortgage, charge, hold on trust for another,
                  underlet or otherwise part with possession of any part (as
                  distinct from the whole) of the Demised Premises or agree to
                  do so.

         2.11.2   Not to transfer, hold on trust for another, underlet or
                  otherwise part with possession of the whole of the Demised
                  Premises or agree to do so, except that the Tenant may
                  transfer or underlet the whole of the Demised Premises if,
                  before the transfer or

                                      10
<PAGE>

                  underletting is completed, the Tenant complies with the
                  conditions described in clause 2.11.3 or clause 2.11.4, as
                  applicable.

         (Assignment)

         2.11.3   The conditions (which are specified for the purposes of
                  section 19(1A) of the Landlord and Tenant Act 1927 and which
                  operate without prejudice to the Landlord's right to withhold
                  consent on any reasonable ground) applying to a transfer of
                  the whole of the Demised Premises are:

                  (A)      that the Tenant enters into an authorised guarantee
                           agreement, as defined in section 16 of the Landlord
                           and Tenant (Covenants) Act 1995, with the Landlord in
                           the form of the draft set out in the Sixth Schedule
                           hereto; and

                  (B)      that any guarantor of the Tenant's obligations
                           guarantees to the Landlord that the Tenant will
                           comply with the authorised guarantee agreement in a
                           form which the Landlord reasonably requires; and

                  (C)      that, subject as provided in paragraph ((D)) and if
                           the Landlord so reasonably requires, the proposed
                           assignee procures one, but not both, of the
                           following:

                           (1)      covenants with the Landlord by an additional
                                    guarantor or guarantors approved by the
                                    Landlord (who shall act reasonably in giving
                                    its approval), in terms having a form and
                                    content reasonably required by the Landlord;
                                    or

                           (2)      a deposit with the Landlord of an amount in
                                    cleared funds equal to half of the then
                                    current yearly rent first reserved by this
                                    lease and an amount equal to VAT on that
                                    amount, on terms which the Landlord
                                    reasonably requires; and

                  (D)      if the proposed transfer is to a Group Company (which
                           expression shall have the meaning set out in Section
                           42 of the Landlord and Tenant Act 1954); and

                           (1)      if the Tenant's obligations, or any of them,
                                    are guaranteed by another Group Company,
                                    that such Group Company covenants with the
                                    Landlord terms having a form and content
                                    reasonably required by the Landlord; or

                           (2)      if the Tenant's obligations are not
                                    guaranteed by another Group Company and if
                                    the transferee is not, in the Landlord's
                                    reasonable opinion, of equal financial
                                    standing to the Tenant, that the proposed
                                    transferee procures covenants by a Group
                                    Company other than the

                                      11
<PAGE>

                                    Tenant and the transferee and which is, in
                                    the Landlord's reasonable opinion, of equal
                                    financial standing to the Tenant, in a form
                                    which the Landlord reasonably requires; and

                           (3)      whether or not paragraph (D)(1) or (2)
                                    applies, if the Tenant's obligations, or any
                                    of them, are secured by a security deposit,
                                    the proposed transferee procures a deposit
                                    with the Landlord of the amount and on terms
                                    described in paragraph (C)(2); and

                  (E)      that the Landlord's consent, which will not be
                           unreasonably withheld, is obtained to, and within two
                           months before, the transfer.

(Underletting)

         2.11.4   Not to underlet the whole of the Demised Premises except:

                  (A)      to a person who has covenanted with the Landlord:

                           (1)      to observe the Tenant's obligations in this
                                    Lease (other than the payment of rents);

                           (2)      not to transfer the whole of the Demised
                                    Premises without the Landlord's consent
                                    (which shall not be unreasonably withheld if
                                    the conditions which are referred to in
                                    clause 2.11.3 are first satisfied); and

                           (3)      not to transfer part of the Demised Premises
                                    or to underlet or otherwise part with
                                    possession or share the occupation of the
                                    Demised Premises or any part of them;

                  (B)      by reserving as a yearly rent, without payment of a
                           fine or premium, an amount equal to their then open
                           market rack rental value such rent to be approved by
                           the Landlord (who shall not unreasonably withhold it)
                           and to be payable by equal quarterly installments in
                           advance on the usual quarter days and by reserving,
                           as additional rents, amounts equal to and payable at
                           the same times as the other rents reserved by this
                           lease;

                  (C)      by a form of underlease (which does not express any
                           sum to be payable by reference to a percentage or
                           proportion of the rent or any other sum payable under
                           this lease, but which requires it to be payable and
                           assessed in accordance with the same principles as
                           are required by this lease) to be approved by the
                           Landlord, such approval not to be unreasonably
                           withheld;

                                      12
<PAGE>

                  (D)      by a form of underlease which requires:

                           (1)      the principal rent reserved by it to be
                                    reviewed upwards only at each of those
                                    Review Dates which will occur during the
                                    sub-term, in accordance with the same
                                    principles which apply to rent reviews under
                                    this lease;

                           (2)      the underlessee to observe the Tenant's
                                    obligations (other than the obligation to
                                    pay rents under this lease) to the extent
                                    they relate to the Demised Premises and
                                    containing:

                                    (a)     a condition for re-entry by the
                                            underlessor on breach of any
                                            obligation by the underlessee;

                                    (b)     a qualified covenant not to transfer
                                            the whole of the Demised Premises
                                            (subject to prior compliance with
                                            conditions as set out in clause
                                            2.11.3) and an unqualified covenant
                                            not to transfer part of the Demised
                                            Premises or to underlet or otherwise
                                            part with possession or share the
                                            occupation of the Demised Premises
                                            or any part of them;

                                    (c)     an agreement excluding sections 24
                                            to 28 inclusive of the Landlord and
                                            Tenant Act 1954 in relation to the
                                            underlease, pursuant to an Order
                                            duly made under section 38(4) of
                                            that Act; and

                  (E)      with the Landlord's consent, issued within two months
                           before completion of the underletting, which consent
                           (subject to compliance with the foregoing conditions
                           precedent) shall not be unreasonably withheld.

         2.11.5   To enforce the observance by every underlessee of the
                  provisions of the underlease and not expressly or impliedly to
                  waive any breach of them, nor to vary the terms of any
                  underlease.

         2.11.6   Not to agree any reviewed rent payable under an underlease
                  until the principal rent reserved by this Lease has been
                  reviewed and agreed in accordance with the provisions of the
                  Fourth Schedule hereto.

         (Sharing occupation)

         2.11.7   Not to share the occupation of the Demised Premises or any
                  part of them.

                                      13
<PAGE>

2.12     Notifying Landlord of dealings with the lease

         2.12.1   Within ten working days after any disposition or devolution of
                  this lease, or of any estate or interest in or derived out of
                  it, to give the Landlord notice of the relevant transaction
                  with a certified copy of the relevant document, and to pay the
                  Landlord a fair and reasonable fee of not less than
                  twenty-five pounds for registering each notice.

         2.12.2   To notify the Landlord of particulars of the determination of
                  every rent review under any underlease of the Demised Premises
                  within fourteen days after the date of determination.

2.13     To pay costs of notices and consents and orders

         2.13.1   To pay all proper and reasonable costs charges and expenses
                  (including Solicitors costs and Surveyors fees) incurred by
                  the Landlord in any proceedings under Sections 146 and 147 of
                  the Law of Property Act 1925 or any statutory provision
                  replacing the same notwithstanding that forfeiture is avoided
                  otherwise than by relief granted by the Court

         2.13.2   To reimburse to the Landlord on demand all proper and
                  reasonable fees costs charges and expenses incurred or
                  suffered by the Landlord arising out of or in connection with
                  or incidental to any application or request by the Tenant in
                  connection with the Demised Premises or any provisions of this
                  Lease whether or not the same shall be proceeded with by the
                  Tenant or shall be granted subject to conditions or arising
                  out of or in connection with any steps in connection with the
                  preparation and service of a Schedule of Dilapidations during
                  or within ninety days after the expiry of sooner determination
                  of the Term or within ninety days after the Tenant vacates the
                  Demised Premises whichever shall be the later (but in relation
                  only to dilapidations occurring during the Term)

         2.13.3   To pay all proper and reasonable legal costs and disbursements
                  incurred by the Landlord in the recovery of arrears of rent
                  and any other monies due hereunder from the Tenant to the
                  Landlord and proceedings in connection therewith

2.14     User

         2.14.1   Subject to sub-clause 2.16 hereof to use the Demised Premises
                  for such use within Class B1 of the Town and Country Planning
                  (Use Classes) Order 1987 as shall be first approved in writing
                  by the Landlord (such consent not to be unreasonably withheld
                  or delayed where the proposed use is compatible with uses on a
                  Science Park and does not conflict with good estate
                  management) and for no other purpose

                                      14
<PAGE>

         2.14.2   Not to use the car parking spaces on the Science Park
                  allocated to the Tenant pursuant to the provisions of the
                  First Schedule otherwise than for parking private motor cars
                  of the Tenant its employees and visitors

2.15     Advertisements and signs

         2.15.1   Not to affix or permit to be affixed or exhibited to or upon
                  any part of the exterior of the Demised Premises or on the
                  interior visible from the exterior any placard poster sign
                  notice or advertisement save those of a type size and in
                  positions approved in writing by the Landlord

         2.15.2   At the end of the Term (howsoever determined) and if so
                  required by the Landlord to remove such placard poster sign or
                  advertisement from the Demised Premises and to make good to
                  the reasonable satisfaction of the Landlord or its Surveyors
                  any damage caused to the Demised Premises by such removal

         2.15.3   Always to display and maintain a suitable sign in a location
                  reasonably prescribed by the Landlord showing the name (or
                  trading name) of every permitted occupier of the Demised
                  Premises

2.16     To comply with statutory provisions

         2.16.1   At all times during the Term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment (which expression in this covenant includes as well
                  any and every Act of Parliament already or hereafter to be
                  passed as any and every order regulation and bye-law already
                  or hereafter to be made under or in pursuance of any such Act)
                  so far as they relate to or affect the user of the Demised
                  Premises or any additions or improvements thereto or the user
                  thereof for the purpose of any manufacture process trade or
                  business or the employment therein of any person or persons or
                  any fixtures machinery plans or chattels for the time being
                  affixed thereto or being thereupon or used for the purposes
                  thereof and to execute all works and provide and maintain all
                  arrangements which by or under any enactment or by any
                  government department local authority or other public
                  authority or duly authorized officer or court or competent
                  jurisdiction acting under or in pursuance of any enactment are
                  or may be directed or required to be executed provided and
                  maintained at any time during the Term upon or in respect of
                  the user of the Demised Premises or any additions or
                  improvements thereto or in respect of any such user thereof or
                  employment therein of any person or persons for fixtures
                  machinery plant or chattels as aforesaid whether by the
                  Landlord or Tenant thereof and to indemnify the Landlord at
                  all times against all costs charges and expenses of or
                  incidental to the execution of any works or the provision or
                  maintenance of any arrangements so directed or required as
                  aforesaid and not at any time during the Term

                                      15
<PAGE>

                  to do or omit or suffer to be done or omitted on or about the
                  Demised Premises any act or thing by reason of which the
                  Landlord may under any enactment incur or have imposed upon
                  him or become liable to pay any penalty damages compensation
                  costs charges or expenses and to keep the Landlord effectually
                  indemnified against all such compensation damages penalties
                  costs charges or expenses

         2.16.2   At all times during the Term to comply in all respects with
                  the provisions and requirements of any Town and Country
                  Planning Act or Acts for the time being in force and any
                  regulations and orders made thereunder and all licences
                  consents permissions (to the extent such permissions shall be
                  implemented) and conditions (if any) granted or imposed
                  thereunder or under any enactment repealed thereby so far as
                  the same respectively relate to or affect the Demised Premises
                  or any part thereof or any operations works act or things
                  already or hereafter to be carried out executed or done or
                  omitted thereon or the use thereof for any purpose and before
                  making any applications to the Local Authority for planning
                  permission or bye-law consent to obtain the consent in writing
                  of the Landlord (which consent shall not be unreasonably
                  withheld or delayed) to such application and to provide the
                  Landlord with copies of the relevant application and
                  accompanying drawings and on the granting of such planning
                  permission or bye-law consent to supply copies thereof to the
                  Landlord

         2.16.3   Unless the Landlord shall otherwise direct to carry out before
                  the expiration or sooner determination of the Term any works
                  stipulated to be carried out to the Demised Premises by a date
                  subsequent to such expiration or sooner determination as a
                  condition of any planning permission which may have been
                  granted and acted upon by the Tenant during the Term.

         2.16.4   To give notice to the Landlord as soon as reasonably
                  practicable after receipt of the same of any notice order or
                  proposal for a notice or order served on the Tenant under any
                  legislation and if so reasonably required by the Landlord to
                  produce the same and at the request and cost of the Landlord
                  to make or join in making such objections or representations
                  in respect of any proposals as the Landlord may reasonably
                  require.

         2.16.5   At all times during the Term to comply with all requirements
                  from time to time of the appropriate authority in relation to
                  means of escape from the Demised Premises in case of fire and
                  at the expense of the Tenant to keep the Demised Premises
                  sufficiently supplied and equipped with fire fighting and
                  extinguishing apparatus and appliances of a type to be
                  approved from time to time by the relevant Fire Authority and
                  suitable in all respects to the type of user of or business
                  manufacture process or trade carried on upon the Demised
                  Premises which shall be open to the inspection of the Landlord
                  and also not to obstruct the access to or means of working
                  such apparatus and appliances by their operations at or
                  connected with the Demised Premises

                                      16
<PAGE>

2.17     Restriction on nuisance and auctions

         2.17.1   Not to use the Demised Premises or any part thereof for any
                  immoral purpose or for any noisy noisome dangerous or
                  offensive trade business manufacture operation or occupation
                  provided that the permitted user from time to time shall be
                  deemed not to be in breach of this clause and also not to do
                  or permit to be done thereon anything which may be or grow to
                  the damage nuisance disturbance or annoyance of the Landlord
                  or the occupiers of any adjoining or neighbouring premises or
                  permit any sale by auction to be held upon the Demised
                  Premises or any part thereof or permit the Demised Premises to
                  be used for residential purposes or as sleeping accommodation

         2.17.2   To pay to the Landlord all proper and reasonable costs charges
                  and expenses which may properly and reasonably be incurred by
                  the Landlord in abating a nuisance caused by the Tenant or its
                  servants licensees or customers and executing all such works
                  as may be necessary for abating a nuisance in obedience to a
                  notice served by a local or public authority on the Landlord
                  or the Tenant in respect of the Demised Premises

         2.17.3   Not at any time to permit any musical instrument gramaphone or
                  similar apparatus to be played or used on the Demised Premises
                  so as to be audible from outside the Demised Premises

         2.17.4   Sound insulation

                  To comply in all respects with any scheme or requirement which
                  may be imposed by the Local Planning Authority in connection
                  with the sound insulation of all plant and machinery

         2.17.5   Restriction on noise

                  Without prejudice to the preceding provisions of this Clause
                  2.17 hereof to ensure that the noise from operations conducted
                  on the Demised Premises shall not exceed

                           40 db (A) between 08.00 hours and 18.00 hours

                           35 db (A) between 18.00 hours and 22.00 hours

                           and

                           30 db (A) between 22.00 hours and 08.00 hours

                                      17
<PAGE>

              all as measured on the boundary of the Science Park

2.18     To yield up

         On the expiration or sooner determination of the Term peaceable to
         yield up to the Landlord the Demised Premises in a good and tenantable
         state of repair and condition and decoration in accordance with the
         covenants by the Tenant herein contained together with all additions
         and improvements thereto and the keys and all Landlord's fixtures and
         fittings of every kind now in or upon the Demised Premises or which
         during the Term may be affixed or fastened to or upon the same all of
         which shall be at the expiration or sooner determination of the Term
         left complete with all parts and appurtenances thereof and in proper
         working order and PROVIDED ALWAYS that the foregoing covenants shall
         not apply to any articles held by the Tenant on hire nor to the
         Tenant's fixtures and fittings and to make good any damage caused to
         the Demised Premises by the removal of tenants and trade fixtures and
         fittings AND PROVIDED FURTHER that if so required by the Landlord the
         Tenant will remove from the Demised Premises such of the Tenant's
         fixtures and fittings as are then installed in the Demised Premises as
         the Landlord shall specify to be removed making good all damage caused
         thereby to the Landlord's satisfaction and reinstating the Demised
         Premises to their original condition PROVIDED FURTHER that the Tenant
         may from time to time (but only with the previous consent of the
         Landlord) substitute for any of the Landlord's fixtures and fittings
         other fixtures and fittings of at least as good a kind and quality as
         the Landlord's fixtures and fittings and not less suitable in character

2.19     Indemnity of the Landlord

         To indemnify and keep indemnified the Landlord from and against
         liability for all loss damage actions proceedings claims demands costs
         damages and expenses of whatever nature in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         or in respect of the infringement disturbance or destruction of any
         right easement or privilege or otherwise by reason of or arising in any
         way directly or indirectly out of:

         2.19.1   the state of repair or condition of the Demised Premises
                  insofar as the Tenant is liable for such state or condition
                  under the covenants herein contained

         2.19.2   the act omission or default of the Tenant its agents employees
                  customers invitees or visitors whilst on or about the Science
                  Park or the Demised Premises

         2.19.3   the construction or existence of any extensions of or
                  alterations to the Demised Premises carried out by or on
                  behalf of the Tenant

         2.19.4   the user of the Demised Premises and other areas of the
                  Science Park by the Tenant or its agents employees invitees or
                  visitors

                                      18
<PAGE>

         2.19.5   anything now or hereafter attached to or on the Demised
                  Premises or the Science Park by or on behalf of the Tenant

2.20     Not to obstruct

         2.20.1   Not to expose or place or permit or suffer to be exposed or
                  placed any goods articles or things whatsoever outside the
                  Demised Premises or upon any part of the Science Park and to
                  keep the same free from obstruction of any kind

         2.20.2   Not to stop up darken or obstruct any windows or lights or
                  ventilators belonging to the Landlord or to other tenants of
                  the Landlord or to tenants of other units on the Science Park
                  or other property adjoining the Demised Premises and not to
                  stop up cover or obstruct access to any services on the
                  Science Park or to any fire escapes and not to give to any
                  third party any acknowledgement that the Tenant enjoys the
                  access of light or air to any windows or openings in the
                  Demised Premises by the consent of such third party or to pay
                  any sum of money to or enter into agreement with such third
                  party for the purpose of inducing or binding him to abstain
                  from obstructing the access of light or air to any such
                  windows or lights or ventilators and in the event that any
                  such third party doing or threatening to do anything which
                  obstructs or would obstruct such access of light or air
                  forthwith in writing to notify the same to the Landlord

         2.20.3   Prevention of acquisition of easements

                  Without prejudice to sub-clause 2.20.2 above not to permit or
                  suffer any owner of adjoining or neighbouring property to
                  acquire any rights of way light or air or other easements over
                  the Demised Premises but as soon as the Tenant becomes aware
                  thereof to inform the Landlord or the Landlord's Managing
                  Agents in writing of any act or thing which may result in the
                  acquisition of any right or privilege over the Demised
                  Premises (for the purpose of enabling the Landlord if it
                  thinks fit to do anything necessary for preventing the
                  acquisition of any such right or privilege and to permit the
                  Landlord and the Landlord's Managing Agents to enter and
                  examine the Demised Premises accordingly) and at the sole cost
                  of the Landlord to join with the Landlord in taking such steps
                  or action as may be reasonably required by the Landlord to
                  prevent any such right or privilege from being acquired.

2.21     To notify Landlord of defects and damage

         2.21.1   To notify the Landlord without delay upon becoming aware of
                  any "relevant defects" of which it is aware in the state of
                  the Demised Premises within the meaning of Section 4 of the
                  Defective Premises Act 1972 or any statutory modification or
                  re-enactment thereof and (without prejudice to the foregoing)
                  to give notice thereof as

                                      19
<PAGE>

                  soon as reasonably practicable to the Landlord of any notice
                  or claim affecting the Demised Premises

         2.21.2   In the event of the Demised Premises being destroyed or
                  damaged to give notice thereof immediately to the Landlord or
                  the Landlord's Managing Agents stating the cause of such
                  destruction or damage if the Tenant can in fact determine the
                  cause

2.22     For sale or to let boards

         To permit the Landlord and its surveyors workmen and agents at any time
         during the Term for the purpose of selling or disposing of the
         Landlord's reversionary interest or at any time within six calendar
         months next before the expiration or sooner determination of the Term
         for the purpose of re-letting the Demised Premises to enter upon the
         Demised Premises and to affix and retain upon any suitable part thereof
         (but not so as to block any door or window) a notice board for selling
         or letting the same (with or without any other premises) as the case
         may be and the Tenant will not remove or obscure the same and will at
         all times throughout the Term permit all prospective purchasers or
         tenants by order in writing of the Landlord or its agents to enter and
         view the Demised Premises or any part thereof at reasonable hours in
         the daytime by prior appointment without interruption

2.23     Covenants

         To comply with those covenants and other matters affecting the Demised
         Premises and not to interfere with those rights easements or other
         matters (if any) affecting the Demised Premises as (in each case) are
         contained or referred to in the documents referred to in the Fifth
         Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1      Quiet enjoyment

         That the Tenant paying the rents hereby reserved and observing and
         performing the several covenants and stipulations on its part herein
         contained shall peaceably hold and enjoy the Demised Premises during
         the Term without any interference of the Landlord or any person
         rightfully claiming under or in trust for him or by title paramount

3.2      To insure

         3.2.1    Subject to such limitations exclusions and excesses as are
                  required by the insurers normal terms of insurance to keep
                  insured at all times throughout the Term the Demised Premises
                  (with the Tenant's interest being noted upon the policy of
                  insurance if the insurers so permit) against loss or damage by
                  fire explosion lightning storm and tempest riot civil
                  commotion and aircraft and articles dropped therefrom

                                      20
<PAGE>

                  and (where appropriate) flooding impact by vehicle escape of
                  water from burst pipes or other water apparatus (and in time
                  of war against war risks under any statutory insurance scheme
                  which may be applicable to the Demised Premises) the cost of
                  shoring up demolition and site clearance and against such
                  other risks as the Landlord may from time to time reasonably
                  require together with surveyors and architect's fees and three
                  years loss of rent (to include not only the rent currently
                  payable but having reasonable regard to potential increases in
                  rent pursuant to the Fourth Schedule and with any addition to
                  the amount insured as the Landlord may reasonably decide in
                  respect of VAT) in some insurance office of repute to a value
                  equal to the full cost of reinstatement thereof but not
                  necessarily facsimile reinstatement in accordance with local
                  and statutory requirements then current and against loss of or
                  damage to property or personal injury arising by reason of the
                  condition of the Demised Premises or any part thereof or any
                  building erected thereon on anything done therein and to make
                  all payments necessary for that purpose when the same shall
                  respectively become payable and unless the policy of insurance
                  shall be vitiated by act or default of the Tenant or its
                  agents licensees servants or invitees to cause all monies
                  received by virtue of any such insurance (save any monies
                  received in respect of loss of rent) to be forthwith laid out
                  in rebuilding and reinstating the Demised Premises in the
                  event of the Demised Premises being damaged or destroyed as
                  aforesaid unless the Landlord is unable having used its best
                  endeavours (which the Landlord agrees to do) to obtain
                  permission for such rebuilding or reinstatement of the Demised
                  Premises whereupon this demise shall forthwith be at an end
                  without prejudice to any right of action of the Landlord or
                  the Tenant in respect of any antecedent breach of covenant
                  Provided that the Tenant shall have no clam in respect of the
                  said insurance monies

         3.2.2    Whenever reasonably so required by the Tenant to supply to the
                  Tenant sufficient details of such policy or policies of
                  insurance to enable the Tenant to comply with the terms and
                  conditions thereof together with evidence of payment of the
                  premium

3.3      To use all reasonable endeavours to do such of the things and to
         provide such of the services specified in the Third Schedule hereto as
         the Landlord or Landlord's Managing Agents from time to time shall deem
         appropriate and to use its like endeavours to enforce the covenant to
         contribute to the expenses referred to in the Third Schedule which are
         contained in leases of other premises on the Science Park (as defined
         in the First Schedule hereto)

3.4      Unless the Landlord reasonably considers it not to be in the interest
         of other tenants on the Science Park (as defined as aforesaid) to use
         reasonable endeavours at the Tenant's request to enforce the covenants
         contained in leases of other premises on the Science Park (as so
         defined) the Tenant indemnifying the Landlord against its expenses
         property incurred in so far as they are not recoverable under the
         provisions of the other leases (or otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

                                      21
<PAGE>

4.1      Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if the rents
         reserved or any part thereof shall be unpaid for twenty-one days after
         becoming payable whether formally demanded or not or if any covenant on
         the Tenant's part or condition contained in this Lease shall not be
         performed or observed or if the Tenant for the time being (being a
         company) shall enter into liquidation whether compulsory or voluntary
         (save for the purpose of reconstruction or amalgamation whilst
         solvent) or pass a resolution for winding up (save as aforesaid) or
         suffer an administrator or an administrative receiver to be appointed
         or being an individual or being more than one individual any one of
         them shall have a receiving order made against him or become bankrupt
         or if the Tenant (or if there shall be more than one Tenant any of
         them) shall enter into composition with their or his creditors or
         suffer any distress or execution to be levied on their or his goods
         then and in any such case 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 or
         remedy of the Landlord in respect of any breach non-observance or
         non-performance of any of the Tenant's covenants or any conditions
         herein contained

4.2      Notices

         Any notice under this Lease shall be in writing and shall be deemed
         well served if posted to the Registered Office of the recipient or if
         an individual at his last known address or in the case of the service
         on the Tenant at the Demised Premises by first class post recorded
         delivery in which case the date of service shall be the day following
         the date of posting

4.3      Waiver

         No demand for or acceptance of or receipt for rent by the Landlord
         after knowledge or notice received by the Landlord or his agents of any
         breach of any of the Tenant's covenants hereunder shall be or operate
         as a waiver wholly or partially of any such breach but any such breach
         shall for all purposes of these presents be a continuing breach of
         covenant so long as such breach shall be subsisting and the Tenant
         shall not be entitled to set up any such demand or acceptance of or
         receipt for rent by the Landlord as a defence in any action or
         proceeding by the Landlord

4.4      Representations

         The Tenant hereby admits that the Demised Premises have been inspected
         by it or on its behalf and the Tenant has entered into this Lease
         solely on the basis of such inspection and upon the terms hereof and
         not in reliance of any collateral contract warranty or representation
         whether written oral or implied made by or on behalf of the Landlord
         other than any made by the Landlord's Solicitors in reply to any
         enquiries raised by the Tenant's Solicitors prior to the date hereof

                                      22
<PAGE>

4.5      Value Added Tax

         For the avoidance of doubt it is hereby declared that where any party
         has an obligation to make payment of any amount hereunder including
         (without prejudice to the generality of the foregoing) the rents hereby
         reserved and any Value Added Tax (or other like tax excise or custom or
         other duty) becomes payable in respect of the supply of any goods or
         services to which such amount relates or by reference to which in whole
         or in part such amount is ascertained then the obligation shall extend
         to and include the Value Added Tax (or other like tax as hereinbefore
         mentioned) or the appropriate proportion thereof

4.6      Rent abatement

         If the Demised Premises or any part thereof shall at any time during
         the Term be destroyed or so damaged by fire or other insured risk as to
         be unfit for occupation or use then and in any such case unless the
         insurance of the Demised Premises shall have been forfeited or payments
         of the said policy monies or any part thereof refused by or in
         consequence of any act or default of the Tenant their licensees or
         agents the rent hereby reserved (without prejudice to any monies owing
         to the Landlord at the date of such damage or destruction) or a fair
         and just proportion thereof according to the nature and extent of the
         damage sustained shall from the date of such damage or destruction and
         until the Demised Premises shall have been rebuilt or reinstated and
         made fit for occupation or until the end of the period for which the
         Landlord shall have initiated loss of rent insurance (whichever shall
         first occur) be suspended and cease to be payable

4.7      Ending of the lease following major damage

         If at any time the Demised Premises shall be destroyed or damaged and
         shall not have been reinstated by the Landlord by the date on which the
         insurance for loss of rent effected by the Landlord expires the Tenant
         may at any time thereafter by notice in writing to the Landlord
         determine this Lease and on the tenth working day following the service
         of such notice this Lease shall determine but without prejudice to any
         rights or remedies which may then have accrued in respect of any breach
         of any of the covenants or provisions contained therein provided that
         the Tenant may not determine this Lease if the Landlord had by the date
         falling two years and 6 months from the date of destruction or damage
         commenced and is diligently proceeding with the carrying out of works
         to replace the damaged or destroyed parts of the Demised Premises

4.8      Construction (Design and Management) Regulations 1994

         4.8.1    In this clause:

                                      23
<PAGE>

                  (A)      the expression "Regulations" means the Construction
                           (Design and Management) Regulations 1994 and any
                           expressions appearing in this clause which are
                           defined in the Regulations have the same meaning and

                  (B)      the expression "relevant work" means any construction
                           work which is undertaken by the Tenant or by a person
                           claiming under it pursuant to an obligation or a
                           right (whether or not requiring the Landlord's
                           consent) under this lease and for the purposes of the
                           Regulations the Tenant irrevocably acknowledges that
                           it, and not the Landlord, arranges the design,
                           carrying out and construction of relevant work.

         4.8.2    The Tenant irrevocably acknowledges that it will be the only
                  client in respect of any relevant work.

         4.8.3    Before any relevant work is commenced the Tenant shall make a
                  declaration in accordance with Regulation 4(4) and shall
                  forthwith serve it on the Executive and a copy of it on the
                  Landlord.

         4.8.4    The Tenant shall comply with its obligations as client in
                  respect of any relevant work.

         4.8.5    The Tenant shall promptly provide the Landlord with a complete
                  copy of the health and safety file for all relevant work and
                  (no later than the expiry of the Term) the original health and
                  safety file.

         4.8.6    The provisions of this clause 4.9 shall apply notwithstanding
                  that any consent issued by the Landlord in respect of any
                  relevant work does not refer to the said provisions or to the
                  Regulations.

4.9      Restriction on acquisition of easements

         The Tenant shall not by virtue of this demise be deemed to have
         acquired or be entitled to nor shall it during the Term acquire or
         become entitled by any means whatever in respect of the Demised
         Premises to any right of light or air nor any other easement from or
         over or affecting any other land or premises now or at any time
         hereafter belonging to the Landlord and not comprised in this demise
         save such as is necessary for the carrying on of the Tenant's business
         in the Demised Premises

4.10     Warranty

         Nothing herein contained or implied shall be taken to be a covenant
         warranty or representation by the Landlord that the Demised Premises
         can lawfully be used for any particular purpose or that the Demised
         Premises are fit for any purpose for which the Tenant may use them

                                      24
<PAGE>

4.11     Remedies for dilapidations in the state

         If at the expiration or sooner determination of the Term the Demised
         Premises are not in the state of repair and condition in which they
         should be having regard to the Tenant's covenants herein contained the
         Tenant shall (if so required by Landlord) pay to the Landlord on demand
         by way of liquidated damages:

         4.11.1   such sum shall be agreed between the parties and in default of
                  agreement as shall be certified by an independent chartered
                  surveyor to be appointed by the Landlord to represent in his
                  opinion:

                  (A)      the cost of putting the Demised Premises into the
                           state of repair and condition in which they should be
                           aforesaid and

                  (B)      the rent that would have been payable under this
                           Lease if the Term had been extended for such period
                           as is reasonably necessary to put the Demised
                           Premises into the state of repair and condition in
                           which they should be aforesaid and

         4.11.2   the reasonable fees of the Landlord or its agent for the
                  preparation and service of a Schedule of Dilapidations and of
                  the said independent chartered surveyor for the preparation
                  and issue of the said certificate

4.12     Removal of Tenant's property

         If at such time as the Tenant has vacated the Demised Premises after
         the determination of the Term either by effluxion of time or otherwise
         any property of the Tenant shall remain in or on the Demised Premises
         and the Tenant shall fail to remove the same within twenty-eight days
         after being requested by the Landlord so to do by a notice in that
         behalf then and in such case the Landlord may as the agent of the
         Tenant (and the Landlord is hereby appointed by the Tenant to act in
         that behalf) sell such property and shall then hold the proceeds of
         sale after deducting the reasonable costs and expenses of removal
         storage and sale reasonably and properly incurred by it to the order of
         the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
         any liability incurred by it to any third party whose property shall
         have been sold by the Landlord in the bona fide mistaken belief (which
         shall be presumed unless the contrary be proved) that such property
         belonged to the Tenant and was liable to be dealt with as such pursuant
         to this sub-clause

4.13     Party Walls

         As walls separating the Demised Premises from any adjoining premises
         shall be party walls and shall be used and repaired and maintained as
         such and all ceiling joists beams slabs

                                      25
<PAGE>

         floors and walls separating the Demised Premises from any adjoining
         premises shall be party structures and shall be used and repaired and
         maintained as such

4.14     No liability for injury etc

         The Landlord shall not be responsible to the Tenant or its servants or
         visitors for any injury death damage destruction caused by natural or
         consequential loss whether to person property or goods due directly or
         indirectly to any act neglect or default of any other tenant or
         permitted occupier for the time being of the Science Park or to the
         condition of the Demised Premises or any of its appurtenances

4.15     Powers of Landlord's Managing Agents

         The obligations of the Tenant under this Lease shall be enforceable in
         case of default as well by the Landlord's Managing Agents in their own
         name as by the Landlord

4.16     No compensation

         If the Lease hereby granted is within Part II of the Landlord and
         Tenant Act 1954 then subject to the provisions of sub-clause (2) of
         Section 38 of that Act the Tenant shall not be entitled on quitting the
         Demised Premises to any compensation under Section 37 of the same Act
         or under any corresponding provision in any Act or under any
         corresponding provision in any Act amending or replacing the same

4.17     Tenant's right to break

         4.17.1   The Tenant may (subject to the provisions of this clause)
                  determine this lease as at 24th December 2009 (the "Break
                  Date").

         4.17.2   The Tenant shall give the Landlord written notice of its
                  intention to determine at least thirteen months before the
                  Break Date.

         4.17.3   If the Tenant duly serves a notice under this clause it shall
                  procure that vacant possession of the Demised Premises will be
                  available on the Break Date free of occupation by and of any
                  estate or interest vested in the Tenant or any third party and
                  this lease shall not determine as a result of any notice
                  served by the Tenant if it is in material breach of any of its
                  covenants contained in this lease (including those contained
                  in this clause) at the Break Date except to the extent if at
                  all the Landlord in its absolute discretion waives compliance
                  with any of them.

         4.17.4   If a notice is duly served and the requirements of paragraph
                  4.17.3 of this clause are first satisfied this lease shall
                  determine on the Break Date without prejudice to:

                                      26
<PAGE>

                  (A)      any rights or remedies which may have accrued to
                           either party in respect of any breach of any of the
                           covenants or obligations contained in it including
                           obligations under this clause which shall continue to
                           bind the parties; and

                  (B)      the continuing obligation of the parties to account
                           to one another on demand for any payment or allowance
                           apportioned up to the date of determination as soon
                           as reasonably possible thereafter.

         4.17.5   Time is of the essence of all dates and periods referred to in
                  this clause.

4.18     Freedom to deal with Science Park

         The Landlord may at any time or times hereafter convey demise or
         otherwise deal with all or any of the Science Park (as defined in the
         First Schedule hereto) free from all or any of the covenants and
         conditions herein contained or subject to any other covenants
         conditions or otherwise as the Landlord thinks fit

4.19     Overriding lease

         If, during the Term, the Landlord grants a tenancy of the reversion
         immediately expectant on the determination of this lease, whether
         pursuant to section 19 Landlord and Tenant (Covenants) Act 1995 or
         otherwise, any obligation of the Tenant to obtain the consent of the
         Landlord under this lease to any dealing shall be deemed to include a
         further obligation also to obtain the consent of the lessor under such
         tenancy to such a dealing.

4.20     Application of Landlord and Tenant (Covenants) Act 1995

         This lease is a new tenancy for the purposes of the Landlord and Tenant
         (Covenants) Act 1995.

4.21     Stamp duty certificate

         It is hereby certified that there is no agreement for lease to which
         this lease gives effect.

5.       INTERPRETATION

         In this lease:

5.1      The singular includes the plural and vice versa and one gender includes
         both other genders.

5.2      Where a party comprises more than one person, obligations of that party
         take effect as joint and several obligations.

                                      27
<PAGE>

5.3      An obligation by the Tenant not to do (or omit) any act or thing also
         operates as an obligation not to permit or suffer it to be done (or
         omitted) and to prevent (or as the case may be) to require it being
         done.

5.4      References to:

                  (A)      any clause or schedule are reference to the relevant
                           clause or schedule of this lease and any reference to
                           a sub-clause or paragraph is a reference to that sub-
                           clause or paragraph of the clause or schedule in
                           which the reference appears and headings shall not
                           affect the construction of this lease;

                  (B)      any right of (or obligation to permit) the Landlord
                           to enter the Demised Premises shall also be construed
                           as entitling the Landlord to remain on the Demised
                           Premises, with or without equipment, and permitting
                           such right to be exercised by all persons authorised
                           by the Landlord;

                  (C)      any consent or approval of the Landlord, or words to
                           similar effect mean a consent in writing signed by or
                           on behalf of the Landlord and given before the act
                           requiring consent or approval;

                  (D)      the Demised Premises (except in clause 2.11) extend,
                           where the context permits, to any part of the
                           Premises;

                  (E)      a specific Enactment include every statutory
                           modification, consolidation and re-enactment and
                           statutory extension of it for the time being in
                           force, except in relation to the Town and Country
                           Planning (Use Classes) Order 1987, when shall be
                           interpreted exclusively by reference to the original
                           provisions of Statutory Instrument 1987 No 764
                           whether or not it may have been revoked or modified;

                  (F)      the last year of the Term includes the final year of
                           the Term if this lease determines otherwise than by
                           passing of time and references to the expiry of the
                           Term include that type of determination;

                  (G)      rent or other sums being due from the Tenant to the
                           Landlord mean that they are exclusive of any VAT.

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      28
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)

ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B1 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and ceilings of the unit and
the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(1)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(2)      upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighbouring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(3)      the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and the
         connecting with the main water drainage electricity and sewage systems
         serving the Science Park PROVIDED ALWAYS that no liability shall fall
         upon the Landlord for any damages to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident flood tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of
         workmen whether in the employment of the Landlord or not or any other
         circumstances or occurrence beyond the Landlord's control

                                      29
<PAGE>

(4)      the right to use any refuse disposal receptacles provided by the
         Landlord

(5)      the exclusive right to use the eight car parking spaces coloured blue
         on Plan A

(6)      the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(7)      for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of the Science Park as is now enjoyed or as will be
         hereafter enjoyed from the Demised Premises

                                      30
<PAGE>

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      31
<PAGE>

                                                                         UNIT B1
                                                                          PLAN A








                                     [MAP]

                                      32
<PAGE>

                                                                          PLAN B








                                     [MAP]

                                      33
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

<TABLE>
<CAPTION>
<S>                                                                                  <C>
1.       MECHANICAL EQUIPMENT                                                        QUANTITY
         Each Unit:

1.2      Stelrad Ideal Elan wall hung balanced flue gas boiler with terminal         No 1 complete
         guard

1.3      Brefco fill and expansion unit comprising 12 litre vessel, filling          No 1 complete
         valve, safety valve, pressure gauge and flexible quick fit hose
         connection

1.4      Grundfoss U P 15 60 water pump                                              No 1

1.5      Gas solenoid shut off valve wired to thermal link over boiler and           No 1 complete
         electric knock off button

1.6      Honeywell frost thermostat                                                  No 1

1.7      Sangamo time block                                                          No 1 complete

1.8      Radiator Stelrad Accord Complete with HERZ thermostatic regulating          No 13 complete
         valves

         No thermostatic regulating valves with a BALLOFIX regulating valve at       No 2 complete
         the end of each run

1.9      Stanton DFE 70 wall mounted electric water heater                           No 1

2.       ELECTRICAL

2.1      Thorn PP40/6/5 light fitting                                                No 1

2.2      Surelux light fitting 1200 x 600 LUX 14LL 3436                              No 36

2.3

2.4      Surelux light fitting 600 x 600 Recessed LAX 1455                           No 1
</TABLE>

                                      34
<PAGE>

<TABLE>
2.5
<S>                                                                                  <C>
2.6      Surelux light fitting 300 x 150 Emergency Light 8w recessed                 No 1

2.7      MR Light up-lighter type 1339                                               No 2

2.8      MK 711 shaver point and light                                               No 1

2.9      Power Link sockets and trunking                                             No 46 complete

2.10     CHANNEL SAFETY SYSTEM LTD 2 Zone CH2                                        No 1
         Fire Alarm Panel complete with Bezzell Plate, Bells and
         Break Glass

2.11     Surelux Canopy lights                                                       No 2

2.12     Surelux 300 x 300 recessed lamps with SAS 2  louvres                        No 3

2.13     MERLIN GREEN LTD Elect Distribution Board                                   No 1 complete

2.14     ROOF UNITS LTD model SDX Euro Flo extract fan                               No 1 complete
         and controller (kitchen)

2.15     ROOF UNITS LTD model "G" series twin extract fan                            No 1 complete
         and controller (toilet)

3.       FITTINGS

3.1      Twyford "GALERIE" WC Bowl and Cistern                                       No 2

3.2      Twyford "GALERIE" wash hand basin and taps                                  No 1

3.3      Twyford "SOLA" wash hand basin and taps (disabled                           No 1
         toilet)

3.4      Twyford Coat Hooks                                                          No 2

3.5      Twyford toilet roll holders                                                 No 2

3.6      Mirror and Plate glass 500 x 1100                                           No 1
</TABLE>

                                      35
<PAGE>

<TABLE>
<S>                                                                                  <C>
3.7      Mirror and Plate glass 400 x 1100                                           No 1

3.8      Twyford support rails (disabled toilet)                                     No 1

3.9      Southway mini kitchen - Ref 100 OAR                                         No 1

3.10     All ironmongery to doors by ALLGOODS                                        complete

3.11     ARMSTRONG "CORTEGA" suspended ceiling mineral fireboard tiles 600 x 600     complete
         x 15mm set on Armstrong "MICROLOOK" 15 exposed grid suspension system,
         colour white. Ground floor only

3.12     Pendock Maxi Profile encasement of soil vent pipe                           No 2
         (kitchen) and tub stack (disabled toilet)
</TABLE>

                                      36
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped hedges on the
         Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or the Landlord's Managing Agents' opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water or other outgoings which
         in the Landlord's or the Landlord's Managing Agents' reasonable opinion
         benefit the Science Park or any part thereof and which do not fall to
         be paid by any other tenant on the Science Park or by the Landlord in
         respect of any unoccupied premises available for letting on the Science
         Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidents of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety Work Act 1974 and in any other legislation or
         order or instrument deriving validity from any of them and any

                                      37
<PAGE>

         Act or Acts for the time being in force amending or replacing the same
         and any future legislation or order or instrument as aforesaid of the
         like nature or effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         Landlord's Managing Agents shall from time to time reasonably consider
         necessary or desirable for the use enjoyment or benefit of the Tenant
         jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not tenant
         shall make use of such facilities

                                      38
<PAGE>

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      39
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)

1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the relevant Review Date;

1.2      "Review Date" means each of:

         1.2.1    25th December in the years 2001, 2004 and 2007; and (if
                  applicable)

         1.2.2    any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1    the Permitted Use and Demised Premises comply with Planning
                  Law and every other Enactment and that the lessee may lawfully
                  implement and carry on the Permitted Use;

         1.3.2    the Demised Premises have been fitted out and are fit for
                  immediate occupation and operation of the Permitted Use;

         1.3.3    no work has been carried out to the Demised Premises which has
                  diminished their rental value;

         1.3.4    in case the Demised Premises or the Science Park or any part
                  of it has been destroyed or damaged they have been fully
                  restored,

         but disregarding any effect on rent of:

                                      40
<PAGE>

         (i)      the fact that the Tenant or any underlessee or other occupier
                  or their respective predecessors in title has been or is in
                  occupation of the Demised Premises;

         (ii)     any goodwill attached to the Demised Premises by the carrying
                  on in them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other occupier; and

         (iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
                  carried out to the Demised Premises during the Term by the
                  Tenant or any permitted underlessee, in either case at its own
                  expense in pursuance of a licence granted by the Landlord and
                  otherwise than in pursuance of any obligation to the Landlord
                  or any other works carried out at the Demised Premises by the
                  Tenant under any previous tenancy whether or not so licensed
                  by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent chartered
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in letting and
         valuation of premises of a similar character and quality to those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:

         (a)      for the period commencing on 25th December 1998 and expiring
                  24th December 1999 the sum of Twenty six Thousand One Hundred
                  and Seventh Six Pounds ((pound)26,175); and

         (b)      for the period commencing on 25th December 1999 until the
                  first Review Date the sum of Twenty Nine Thousand Two Hundred
                  Pounds ((pound)29,200).

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.


                                      41
<PAGE>

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

         4.2.1    to give written notice to the Landlord and the Tenant inviting
                  each of them to submit to him within such time limits as he
                  shall reasonably stipulate a proposal for the Review Rent
                  supported by any or all of:

                  (A)      a statement of reasons;

                  (B)      a professional rental valuation;

                  (C)      information in respect of any other matters they
                           consider relevant; and (separately and later)

                  (D)      submission in respect of each other's statement of
                           reasons, valuation and other matters; and

         4.2.2    upon written request from the Landlord or the Tenant to assess
                  the Review Rent with a hearing and not solely upon the written
                  submissions and other matters referred to at paragraph 4.2.1
                  of this schedule 4; and

         4.2.3    to give written notice to the Landlord and the Tenant if he
                  shall appoint a Solicitor or Counsel or expert to advise and
                  assist him on points of law and/or procedure and/or evidence
                  which notice shall include the name of the Solicitor or
                  Counsel or expert and details of their anticipated fees and
                  expenses and the Landlord or the Tenant shall notify the
                  Review Surveyor within a reasonable period if there is any
                  objection to such appointment or the level of such fees or
                  expenses and the Review Surveyor shall give reasonable
                  consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord or the Tenant may apply to the President
         for the appointment of another Review Surveyor.

                                      42
<PAGE>

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review Rent, any amount by which the Review Rent for the period
         commencing on the relevant Review Date and ending on the quarter day
         following the date of payment exceeds the Current Rent paid on account
         for the same period, plus interest (but calculated at 2% per annum
         above the Midland Bank Plc base lending rate then in force) for each
         instalment of rent due on and after the relevant Review Date on the
         difference between what would have been paid on that rent day had the
         Review Rent been fixed and the amount paid on account (the interest
         being payable from the date on which the instalment was due up to the
         date of payment of the shortfall).

6.       If any Enactment restrict the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as the next day following quarter
         day which shall for the purposes of this lease be a Review Date.

7.       As soon as possible after any increase in rent is agreed or determined
         pursuant to this Fourth Schedule, a memorandum recording the increase
         shall be signed on behalf of the Landlord and the Tenant respectively
         and exchanged between them.

                                      43
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants, etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      44
<PAGE>

                                SIXTH SCHEDULE

                       (Authorized Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1     the rent reserved by the Lease (whether or not ascertained as to amount)
        and other sums payable by the Assignee shall be duly paid and that all
        the tenant's obligations contained in the Lease shall be performed and
        observed as required by the Lease and that if there is any breach of the
        tenant's obligations the Assignor shall comply with the obligations in
        respect of which the Assignee shall be in default and shall on demand
        pay to the Landlord an amount equivalent to the rents or other sums not
        paid and/or any loss damage costs charges expenses or any other
        liability incurred or suffered by the Landlord as a result of the breach
        and shall otherwise indemnify and hold harmless the Landlord against all
        actions claims costs damages demands expenses losses and proceedings
        arising from or incurred by the Landlord as a result of such non-
        compliance;

1.2     if any liquidator or other person having power to do so disclaims the
        Lease and if the Landlord by written notice served within three months
        after the date of disclaimer (the "Relevant Trigger Event") require the
        Assignor to accept a lease of the Premises (for a term computed from the
        date of the Relevant Trigger Event to the date on which the Term (as
        defined in the Lease) would have expired by effluxion of time and at the
        same rents and subject to the same covenants conditions and provisions
        as are reserved by and contained in the Lease immediately before the
        Relevant Trigger Event and with coincidental rent review dates (as
        defined in the Lease) (the said new lease to take effect as from the
        date of the Relevant Trigger Event) the Assignor shall forthwith accept
        such lease accordingly and execute and deliver to the Landlord a
        counterpart of it and indemnify the Landlord on demand against the costs
        incurred on the grant of the new lease;

1.3     without prejudice to the rights of the Landlord against the Assignee the
        Assignor shall be a principal debtor in respect of its obligations under
        this clause and not merely a surety and accordingly the Assignor's
        liability shall not be discharged by any act or thing by which it would
        not have been discharged if the Assignor had been a principal debtor;

1.4     the Assignor shall pay all charges (on a full indemnity basis)
        reasonably incurred by the Landlord in enforcing the Assignor's
        obligations under this deed.

2.      The Landlord agreed with the Assignor that it will notify the Assignor
        in writing within ten working days of receiving notice that the Lease is
        no longer vested in the Assignee.

                                      45
<PAGE>

THE COMMON SEAL of SUN LIFE                   )
PENSIONS MANAGEMENT LIMITED                   )
was hereunto affixed in the presence of:      )


                                     __________________________________



                                     __________________________________

                                      46

<PAGE>

                            DATED 23/RD/ AUGUST 1999


                     SUN LIFE PENSIONS MANAGEMENT LIMITED


                                      and


                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED



           _________________________________________________________

                                     LEASE
                                      of
                         Unit B2 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

           _________________________________________________________




NOTE:     This Lease is a new tenancy for the purposes of the Landlord and
     Tenant (Covenants) Act 1995.


                                           Herbert Smith
                                           Exchange House
                                           Primrose Street
                                           London EC2A 2HS
                                           Tel: 0171-374 8000
                                           Fax: 0171-374 0888
                                           Ref: 2065/2174/30794054
<PAGE>

THIS LEASE is made the 23/rd/ day of August, 1999

BETWEEN:

(1)      SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
         registered office is at 107 Cheapside London EC2V 6DU (hereinafter
         called the "Landlord") and

(2)      CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
         registered office is at The Science Park Melbourn Cambridgeshire SG8
         6JJ (hereinafter called the "Tenant")

WITNESSETH as follows:

1.       The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
         particularly described in the First Schedule hereto together with the
         Landlord's fixtures and fittings therein set out in the Second Schedule
         hereto (all which premises are hereinafter referred to as the "Demised
         Premises") TO HOLD the same unto the Tenant for the term of twelve
         years subject to the provisions for earlier determination in Clause
         4.17 from and including 25/th/ December 1998 (the "Term") PAYING
         THEREFOR:

         FIRSTLY, yearly and proportionately for any part of a year, the rent
         specified in the Fourth Schedule, by equal quarterly payments in
         advance on the usual quarter days in every year, the first such payment
         or a proportionate part of it (being a proportionate part of the rent
         specified in paragraph 2 of the Fourth Schedule from the date hereof to
         the first anniversary of the date from which the Term is calculated,
         after deduction of the quarterly instalments of such yearly rent
         payable on the intervening usual quarter days) to be made on the date
         hereof;

         SECONDLY on demand by way of additional rent (and the Landlord's
         remedies for recovering rent in arrears shall apply hereto) a sum
         representing interest at the rate of four pounds per centum per annum
         above the Midland Bank Plc base lending rate in force at the date the
         rent falls due upon any payment of rent outstanding and unpaid upon the
         date when the payment of rent fell due and upon any other sum or sums
         of money payable under the terms of this Lease by the Tenant to the
         Landlord which shall remain unpaid the interest to be charged from the
         date upon which the payment of rent fell due or the said sum or sums
         was or were (as the case may be) demanded in writing throughout the
         entire period during which the payment of rent or other sum or sums
         remain outstanding or unpaid Provided always that this Clause shall not
         prejudice in any way the Landlord's right of re-entry contained in
         Clause 4.1 hereof

         THIRDLY as additional rent a proportionate part (hereinafter called
         "the service rent") of

                                       2
<PAGE>

         the Maintenance Charge (which expression in this Lease shall mean the
         aggregate in any one year of the costs expenses provisions liabilities
         and payments properly incurred or otherwise provided for by the
         Landlord in relation to the matters set forth in the Third Schedule
         hereto) being subject to the following terms and provisions:

1.1      the amount of the service rent shall be ascertained and certified
         annually by a certificate (hereinafter called "the certificate") signed
         by the Landlord or its Managing Agents (which expression in this Lease
         shall mean the Agents (if any) nominated by the Landlord and for the
         time being thereunder duly authorised by the Landlord and includes
         their sub-agents to whom if requested by the Landlord in writing all
         communications intended for the Landlord shall be addressed) so soon
         after the end of the Landlord's financial year as may be practicable
         and shall relate to such year in manner hereinafter mentioned

1.2      the expression "the Landlord's financial year" shall mean the period
         from the First day of April to the Thirty-first day of March or such
         other annual period as the Landlord may in its discretion from time to
         time determine

1.3      a copy of the certificate for each such financial year shall be
         supplied by the Landlord to the Tenant on written request and without
         charge to the Tenant

1.4      the certificate shall contain a fair and accurate summary of the
         Landlord's said expenses and outgoings incurred by the Landlord during
         the Landlord's financial year to which it relates and the certificate
         (or a copy thereof duly certified by the person by whom the same was
         given) shall be conclusive evidence for the purposes hereof of the
         matters which it purports to certify save in case of manifest error or
         mis-statement

1.5      the annual amount of the service rent payable by the Tenant as
         aforesaid shall be:

         (A)      a percentage of the Maintenance Charge which is calculated by
                  comparing the gross internal floor area of the Demised
                  Premises with the total gross internal floor area of all
                  premises (including the Demised Premises) let or available for
                  letting (including any premises the freehold of which has been
                  sold by the Landlord but subject to the payment to the
                  Landlord of a service charge contribution) from time to time
                  on the Science Park (as defined in the First Schedule) and the
                  determination of such percentage by the Landlord or its
                  Managing Agents shall be final

         (B)      together with the whole of the insurance charge set forth in
                  Paragraph 15 of the Third Schedule

1.6      on the usual quarter days in each year during the Term the Tenant shall
         pay to the Landlord such a sum (hereinafter referred to as "advance
         payment") in advance and on account of the service rent for the
         Landlord's financial year then current as the Landlord or its Managing
         Agents shall from time to time specify to be fair and reasonable

                                       3
<PAGE>

1.7      within a reasonable period after the end of each Landlord's financial
         year the Landlord shall furnish to the Tenant an account of the service
         rent payable by the Tenant for that year due credit being given therein
         for the advance payments made by the Tenant in respect of the said year
         and upon the furnishing of such account there shall be paid by the
         Tenant to the Landlord the service rent or any balance found payable or
         there shall be allowed or (after the expiry of the Term) repaid by the
         Landlord to the Tenant any amount which may have been overpaid by the
         Tenant by way of advance payment as the case may require PROVIDED
         ALWAYS that the provisions of this sub-clause shall continue to apply
         notwithstanding the expiration or sooner determination of the Term but
         only in respect of the period down to such expiration or sooner
         determination as aforesaid

1.8      it is hereby agreed and declared that the Landlord shall not be
         entitled to re-enter under the provision in that behalf hereinafter
         contained by reason only of the non payment by the Tenant of any
         advance payment as aforesaid prior to the issue of the certificate for
         the preceding financial year but nothing in this Clause or this Lease
         contained shall disable the Landlord from maintaining an action against
         the Tenant in respect of non payment of any such advance payment
         notwithstanding that the certificate had not been issued at the time of
         the proceedings subject nevertheless to proof in such proceedings by
         the Landlord that the advance payment demanded and unpaid is of a fair
         and reasonable amount having regard to the prospective service rent
         ultimately payable by the Tenant

2.       THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

2.1      To pay Rent

         To pay the rents hereby reserved and made payable on the days and in
         manner aforesaid without any deductions or set off and (unless the
         Landlord agrees otherwise) to pay the rent first reserved (together
         with any VAT on it) by Banker's standing order.

2.2      To pay Outgoings

         2.2.1    From time to time and at all times throughout the Term to pay
                  and discharge all existing and future rates taxes duties
                  charges community charges and assessments surcharges
                  impositions and outgoings whatsoever whether parliamentary
                  local or of any other description which now are or may at any
                  time during the Term be assessed imposed or charged upon or
                  payable in respect of the Demised Premises or any part thereof
                  or upon the owner or occupier in respect thereof or payable by
                  either in respect thereof and whether of national or local and
                  whether of a capital or revenue nature and even though of a
                  wholly novel character provided that the Tenant shall not in
                  any event be liable for any payments as shall be occasioned by
                  any development disposition of or dealing with the ownership
                  of any estate or interest expectant in reversion on the
                  determination of the Term or subject to

                                       4
<PAGE>

                  Clause 4.6 hereof upon the rents received by the Landlord

         2.2.2    To pay all charges for water, gas and electricity (including
                  meter rents) consumed in the Demised Premises during the Term.

         2.2.3    To keep the Demised Premises in rateable occupation during the
                  last three months of the Term or such longer period as The
                  Secretary of State may specify as "the standard period" for
                  the purpose of Section 42 of the Local Government Planning and
                  Land Act 1980

         2.2.4    Immediately and in any case within seven days of receipt of
                  any proposal by the Valuation Officer or Rating Authority
                  respecting the rating assessment of the Demised Premises to
                  give notice thereof to the Landlord and not to agree to any
                  such proposal without the Landlord's written consent (such
                  consent not to be unreasonably withheld or delayed)

2.3      To repair and keep clean and tidy

         2.3.1    Subject always to the proviso hereinafter appearing well and
                  substantially to repair cleanse maintain and keep in good and
                  substantial repair and condition the Demised Premises and
                  without prejudice to the generality of the foregoing well and
                  substantially to repair and keep in repair and maintain all
                  party walls (jointly with tenants of adjoining premises) and
                  all fencing and boundary walls lighting heating and
                  ventilation and drainage systems plate glazing water gas and
                  other installations fire fighting equipment and all other
                  machinery and Landlord's fixtures and fittings in the Demised
                  Premises and exclusively serving the same and all sewers
                  drains channels watercourses gutters rainwater and soil pipes
                  and cables and supply lines exclusively serving the same
                  (damage by any of the insured risks save where the insurance
                  moneys shall be irrecoverable in consequence of any act or
                  default of the Tenant or its agents licensees servants or
                  invitees or damage to the Tenant's trade fixtures fittings and
                  stock (if any) only excepted)

         2.3.2    To keep the Demised Premises maintained to a good standard of
                  decorative order and properly clean and, as often as necessary
                  and at least once in every third year as to the exterior of
                  the Demised Premises and once in every fifth year as to the
                  interior of the Demised Premises and also in the last year of
                  the Term (but not twice in any period of 18 months), to
                  redecorate and treat the Demised Premises with appropriate
                  materials in good and workmanlike manner (and during the last
                  year of the Term in a colour scheme and with materials
                  approved by the Landlord).

         2.3.3    Without prejudice to the generality of the foregoing to clean
                  all glazing (both inside and outside and including frames) in
                  the Demised Premises as often as shall

                                       5
<PAGE>

                  reasonably be necessary but not less than once in every three
                  months

         2.3.4    To clean the brickwork cladding and other finishes in a
                  workmanlike manner as often as shall reasonably be considered
                  necessary by the Landlord

         2.3.5    Immediately preceding the determination of the Term (howsoever
                  determined) to thoroughly clean and scour the external and
                  internal parts of the Demised Premises and leave the same
                  clean and secure in every respect on the last day of the Term

         2.3.6    To make good all damage caused to the Demised Premises and all
                  other parts of the Science Park (as defined in the First
                  Schedule hereto) by the Tenant its servants agents or
                  licensees or caused in the furtherance of theft and within one
                  month (or within twenty-four hours in case of emergency) after
                  service upon the Tenant by the Landlord of a notice in writing
                  specifying any repairs for which the Tenant is responsible and
                  necessary to be done to commence and thereafter proceed
                  diligently to complete the execution of such repairs and the
                  cost thereof shall be a debt due from the Tenant to the
                  Landlord and be forthwith recoverable by action and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto

         2.3.7    To pay to the Landlord forthwith upon written demand (and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto) the reasonable cost to the Landlord of inspecting
                  repairing maintaining renewing replacing any party walls
                  separating the Demised Premises from any adjoining premises in
                  case of failure by the Tenant to comply with its obligations
                  under Clause 2.3.1. of this Lease

         2.3.8    To take all steps necessary to prevent the freezing of water
                  pipes in the Demised Premises

         PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
         latent or inherent defects in the Demised Premises.

2.4      Landlords discretion as to painting and repairs and of making
         regulations

         To abide by the decision of the Landlord or the Landlord's Managing
         Agents as to whether and the time and manner in which any work ought to
         be done pursuant to the covenants in sub-clause 2.3. of this Clause and
         to comply with their reasonable directions in that behalf and as to the
         mode of bringing telephone communication wires into the Demised
         Premises and to abide by all reasonable regulations from time to time
         in force (written details of which shall have first been given to the
         Tenant) relating to the use of any parts of the Science Park which the
         Tenant is entitled to use but which are not included in the Demised
         Premises the Landlord being entitled to make and from time to

                                       6
<PAGE>

         time amend any such regulations as it shall at its discretion think
         appropriate for the preservation of the quality and character of the
         Science Park and the amenities thereof and the wellbeing of its
         occupants (including but without limiting the generality of the
         foregoing regulations restricting the use of the Science Park but not
         the Demised Premises for such periods as the Landlord shall deem
         reasonably necessary or expedient in the interests of safety expedition
         of repairs or decorations or otherwise)

2.5      Restriction on effluent and rubbish

         2.5.1    Not to discharge into the drains of the Landlord any effluent
                  other than storm water or into the sewers of the Landlord any
                  effluent other than sewerage water and soil otherwise than as
                  authorised by licence issued by Anglian Water Plc or Geodesys
                  Limited or other drainage authority for the time being having
                  jurisdiction in relation to the Science Park and strictly in
                  compliance with all conditions regulations and requirements
                  attaching to such license PROVIDED THAT the Tenant shall at
                  all times indemnify the Landlord in relation to any liability
                  for contamination or other costs, claims or damage whatsoever
                  or howsoever arising from and directly attributable to such
                  discharge and not to wash down vehicles of any type on any
                  part of the Science Park

         2.5.2    To supply to the Landlord within 7 days of a request therefor
                  a copy of any licence obtained by the Tenant pursuant to Sub-
                  Clause 2.5.1. above.

         2.5.3    Not to form any refuse dump or rubbish or scrap heap on the
                  Demised Premises or in any yard passageway staircase or
                  balcony adjacent thereto but to remove as frequently as
                  reasonably necessary all refuse rubbish and scrap and all used
                  tins cans boxes and other containers which may have
                  accumulated on the Demised Premises and to use the refuse
                  disposal receptacles (if any) provided by the Landlord and to
                  keep the Demised Premises generally free from weeds deposit of
                  materials or refuse and clean and tidy and not to bring or
                  keep or suffer to be brought or kept upon the Demised Premises
                  or on any part of the Science Park anything which is or may
                  become untidy unclean unsightly or in any way detrimental to
                  the amenity of the neighbourhood and within two working days
                  to comply with the requirements of any written notice from the
                  Landlord to restore any amenity injured as aforesaid and in
                  the event of the Tenant failing to comply with such notice the
                  Landlord shall be entitled to enter upon the Demised Premises
                  or elsewhere on the Science Park and carry out any works
                  necessary to comply with such notice and to recover the
                  reasonable cost thereof from the Tenant which shall at the
                  option of the Landlord be recoverable from the Tenant as rent
                  in arrear

2.6      To permit entry for inspection

         2.6.1    To permit the Landlord or the Landlord's Managing Agents or
                  such workmen as

                                       7
<PAGE>

                  may be authorised in writing by them respectively at all
                  reasonable times within forty-eight hours of notice in writing
                  from the Landlord to the Tenant (except in case of emergency
                  when no notice shall be required) to enter the Demised
                  Premises and take a plan and examine the state of repair and
                  condition of the same and to keep inventories of the fixtures
                  and things to be surrendered at the expiry of this Lease and
                  within one calendar month or sooner if requisite after notice
                  in writing to the Tenant of all defects and wants of
                  reparation for which the Tenant is liable under the covenants
                  on his part herein contained found on such examination shall
                  have been given or left at the Demised Premises to proceed
                  diligently to repair and make good the same according to such
                  notice and the covenants and conditions and in accordance with
                  the requirements of the Landlord or the Landlord's Managing
                  Agents and in case the Tenant shall make default in so doing
                  within one month of the service of such notice (or within
                  twenty-four hours in case of emergency in the opinion of the
                  Landlord) it shall be lawful for workmen and others to be
                  employed by the Landlord to enter upon the Demised Premises
                  and repair and restore the same and all costs and expenses
                  incurred thereby and Value Added Tax thereon (including
                  Surveyor's and other professional fees) shall on demand be
                  paid by the Tenant to the Landlord and if not so paid shall be
                  recoverable by the Landlord as rent in arrear

         2.6.2    To permit the Landlord or its Agents or workmen at all
                  reasonable times within forty-eight hours of notice in writing
                  from the Landlord to the Tenant (except in case of emergency
                  when no notice shall be required) to enter upon the Demised
                  Premises for the purpose of executing repairs additions or
                  alterations painting and redecoration to or upon any adjoining
                  or neighbouring premises or for making repairing renewing or
                  connecting or cleansing any services belonging to or leading
                  from the same such persons causing as little inconvenience or
                  interruption to business as possible and making good to the
                  reasonable satisfaction of the Tenant all damage to the
                  Demised Premises thereby occasioned

         2.6.3    The Tenant shall indemnify the Landlord from and against all
                  liability whatsoever including all actions proceedings costs
                  claims and demands brought or made against the Landlord under
                  or by virtue of the Defective Premises Act 1972 or any Act or
                  Acts for the time being amending or replacing the same or any
                  regulations or orders made thereunder in the event of the
                  Landlord exercising the right to enter the Demised Premises to
                  carry out any description of maintenance or repair thereof
                  under the power contained in sub-clause 2.6.1. of this
                  sub-clause

2.7      Restriction on Alterations

         2.7.1    Not to make any structural alterations to the Demised Premises
                  or any part thereof nor to erect any new buildings or
                  extensions thereon and without prejudice to the generality of
                  the foregoing not to install any outlets for pipes wires
                  cables or flues through the walls doors or windows of the
                  Demised Premises (save as hereinafter

                                       8
<PAGE>

                  contained) Provided always that the cutting of one or more
                  doors or similar openings in a wall or walls separating the
                  Demised Premises from any adjoining premises occupied by the
                  Tenant shall not for the purposes of this sub-clause be
                  regarded as a structural alteration and shall require the
                  consent of the Landlord under Clause 2.7.2

         2.7.2    Not without the previous consent in writing of the Landlord
                  such consent not to be unreasonably withheld or delayed (and
                  then only in accordance with plans previously approved in
                  writing by the Landlord such approval not to be unreasonably
                  withheld or delayed and subject to conditions reasonably
                  imposed by and under the supervision and to the reasonable
                  satisfaction of the Landlord or its Surveyors or Architects)
                  to make any non-structural alterations or additions to the
                  Demised Premises (excepting the installation of or alterations
                  to internal demountable partitioning for which no consent will
                  be necessary) and if required by the Landlord to reinstate all
                  such approved alterations and modifications (including
                  demountable partitioning) at the end of the Term (or (if
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises cease to be occupied by the Tenant) to the reasonable
                  satisfaction of the Landlord or its Surveyor.

         2.7.3    At the expiry of the Term (howsoever determined) (or (or
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises cease to be occupied by the Tenant) if and to the
                  extent required by the Landlord to remove all alterations or
                  additions made to the Demised Premises or any part by the
                  Tenant or its predecessors in title prior to the date of this
                  lease pursuant to any previous tenancy of the Demised Premises
                  under which the Tenant or any predecessor in title of the
                  Tenant was permitted to carry out alterations to the Demised
                  Premises subject to a liability to reinstate and where the
                  Tenant or the predecessor in title did not reinstate the
                  alterations on the determination of that tenancy and to
                  restore and make good the Demised Premises in a good and
                  workmanlike manner to the condition and design which existed
                  before the alterations were made to the reasonable
                  satisfaction of the Landlord or its surveyor.

2.8      Not to affix heavy apparatus or exceed loads or overload services

         2.8.1    Not to affix to the structure or any part of the Demised
                  Premises any heating apparatus ducting pipes or electric power
                  cables or any crane or hoist for the lifting or transport of
                  merchandise or other goods without the written permission of
                  the Landlord first obtained such permission not to be
                  unreasonably withheld or delayed such permission to be hereby
                  deemed and acknowledged in relation to any such apparatus
                  pipes cables crane or hoist affixed to the Demised Premises by
                  the

                                       9
<PAGE>

                  Tenant prior to the date hereof pursuant to any previous
                  lease.

         2.8.2    Not to suspend or permit or suffer to be suspended any heavy
                  load from the ceilings or main structure of the Demised
                  Premises nor load or use or permit or suffer to be loaded or
                  used the floor or structure of the Demised Premises in any
                  manner which will in any way impose a weight or strain in
                  excess of that which such premises are constructed to bear
                  with due margin for safety or which will in any way strain or
                  interfere with the structural members thereof

         2.8.3    Not to overload the services to the Demised Premises

         2.8.4    To pay to the Landlord on demand all reasonable costs
                  reasonably incurred by the Landlord in obtaining the opinion
                  of a suitably qualified engineer as to whether the Tenant has
                  been in breach of this sub-clause 2.8 and the Landlord's
                  remedies for recovering rent in arrears shall apply hereto

2.9      Not to avoid insurance

         2.9.1    Not to do or permit or suffer to be done anything (save that
                  the permitted use from time to time shall not be deemed to be
                  a breach of this covenant) whereby the policy or policies of
                  insurance of the Demised Premises and/or the adjoining or
                  neighbouring premises of the Landlord may become void or
                  voidable and to comply with all reasonable recommendations and
                  requirements of the insurers as to fire precautions relating
                  to the Demised Premises

         2.9.2    To pay to the Landlord on demand any increased premium which
                  the Landlord may be reasonably required to pay under any
                  insurance policy in respect of the Demised Premises or any
                  other property of the Landlord arising from the user as
                  hereinafter mentioned of the Demised Premises and all such
                  payment shall be added to the rent hereinbefore reserved and
                  shall be recoverable as rent

         2.9.3    In the event of the Demised Premises or any part thereof being
                  destroyed or damaged by any of the insured risks and the
                  insurance moneys under any insurance against the same effected
                  thereon by the Landlord being wholly or partly irrecoverable
                  by reason solely or in part of any act or default of the
                  Tenant or its agents licensees servants or invitees then and
                  in every such case the Tenant will forthwith (in addition to
                  the said rent) pay to the Landlord the irrecoverable
                  proportion of the cost of completely rebuilding and
                  reinstating the same

         2.9.4    Not to effect any policy of insurance of its own in respect of
                  risks covered by the insurance effected by the Landlord of the
                  Demised Premises (and in default any insurance money received
                  by or payable to the Tenant shall become the property of the
                  Landlord)

                                      10
<PAGE>

2.10     Dangerous substances

         2.10.1   Not to keep or permit or suffer to be kept on the Demised
                  Premises any material liquid or gas of a dangerous combustible
                  corrosive explosive flammable radio-active or offensive nature
                  otherwise than in accordance with the provisions of any
                  relevant Act or Acts of Parliament or regulations made
                  thereunder or issued by the Health and Safety Executive or any
                  other like statutory body for the time being in force and
                  after due notice to the Landlord and the insurers of the
                  Demised Premises and payment of every increased or extra
                  premium which ought properly to be paid and in any event not
                  to store in the Demised Premises materials the keeping of
                  which may contravene any statute order or regulation or bye-
                  law

         2.10.2   If it shall be necessary for the Landlord or any tenant of any
                  unit adjoining the Demised Premises to carry out any work to
                  such adjoining unit as a result of the storage in the Demised
                  Premises or any of the substances mentioned in sub-clause
                  2.10.1 hereof then the Tenant shall forthwith on demand pay to
                  the Landlord or such adjoining tenant the cost incurred in
                  carrying out such work as aforesaid

         2.10.3   Within seven days of a request by the Landlord to supply to
                  the Landlord copies of any applications made by the Tenant to
                  any statutory or other authority or body for consent to keep
                  any of the matters referred to in sub-clause 2.10.1 hereof on
                  the Demised Premises together with copies of any licenses
                  issued pursuant to any such applications

2.11     Dealings with the lease

         2.11.1   Not to transfer, mortgage, charge, hold on trust for another,
                  underlet or otherwise part with possession of any part (as
                  distinct from the whole) of the Demised Premises or agree to
                  do so.

         2.11.2   Not to transfer, hold on trust for another, underlet or
                  otherwise part with possession of the whole of the Demised
                  Premises or agree to do so, except that the Tenant may
                  transfer or underlet the whole of the Demised Premises if,
                  before the transfer or underletting is completed, the Tenant
                  complies with the conditions described in clause 2.11.3 or
                  clause 2.11.4, as applicable.

         (Assignment)

         2.11.3   The conditions (which are specified for the purposes of
                  section 19(1A) of the Landlord and Tenant Act 1927 and which
                  operate without prejudice to the Landlord's right to withhold
                  consent on any reasonable ground) applying to a transfer of
                  the whole of the Demised Premises are:

                                      11
<PAGE>

                  (A)      that the Tenant enters into an authorised guarantee
                           agreement, as defined in section 16 of the Landlord
                           and Tenant (Covenants) Act 1995, with the Landlord in
                           the form of the draft set out in the Sixth Schedule
                           hereto; and

                  (B)      that any guarantor of the Tenant's obligations
                           guarantees to the Landlord that the Tenant will
                           comply with the authorised guarantee agreement in a
                           form which the Landlord reasonably requires; and

                  (C)      that, subject as provided in paragraph ((D)) and if
                           the Landlord so reasonably requires, the proposed
                           assignee procures one, but not both, of the
                           following:

                           (1)      covenants with the Landlord by an additional
                                    guarantor or guarantors approved by the
                                    Landlord (who shall act reasonably in giving
                                    its approval), in terms having a form and
                                    content reasonably required by the Landlord;
                                    or

                           (2)      a deposit with the Landlord of an amount in
                                    cleared funds equal to half of the then
                                    current yearly rent first reserved by this
                                    lease and an amount equal to VAT on that
                                    amount, on terms which the Landlord
                                    reasonably requires; and

                  (D)      if the proposed transfer is to a Group Company (which
                           expression shall have the meaning set out in Section
                           42 of the Landlord and Tenant Act 1954); and

                           (1)      if the Tenant's obligations, or any of them,
                                    are guaranteed by another Group Company,
                                    that such Group Company covenants with the
                                    Landlord terms having a form and content
                                    reasonably required by the Landlord; or

                           (2)      if the Tenant's obligations are not
                                    guaranteed by another Group Company and if
                                    the transferee is not, in the Landlord's
                                    reasonable opinion, of equal financial
                                    standing to the Tenant, that the proposed
                                    transferee procures covenants by a Group
                                    Company other than the Tenant and the
                                    transferee and which is, in the Landlord's
                                    reasonable opinion, of equal financial
                                    standing to the Tenant, in a form which the
                                    Landlord reasonably requires; and

                           (3)      whether or not paragraph (D)(1) or (2)
                                    applies, if the Tenant's obligations, or any
                                    of them, are secured by a security deposit,
                                    the proposed transferee procures a deposit
                                    with the Landlord of the amount and on terms
                                    described in paragraph (C)(2); and

                                      12
<PAGE>

                  (E)      that the Landlord's consent, which will not be
                           unreasonably withheld, is obtained to, and within two
                           months before, the transfer.

         (Underletting)

         2.11.4   Not to underlet the whole of the Demised Premises except:

                  (A)      to a person who has covenanted with the Landlord:

                           (1)      to observe the Tenant's obligations in this
                                    Lease (other than the payment of rents);

                           (2)      not to transfer the whole of the Demised
                                    Premises without the Landlord's consent
                                    (which shall not be unreasonably withheld if
                                    the conditions which are referred to in
                                    clause 2.11.3 are first satisfied); and

                           (3)      not to transfer part of the Demised Premises
                                    or to underlet or otherwise part with
                                    possession or share the occupation of the
                                    Demised Premises or any part of them;

                  (B)      by reserving as a yearly rent, without payment of a
                           fine or premium, an amount equal to their then open
                           market rack rental value such rent to be approved by
                           the Landlord (who shall not unreasonably withhold it)
                           and to be payable by equal quarterly instalments in
                           advance on the usual quarter days and by reserving,
                           as additional rents, amounts equal to and payable at
                           the same times as the other rents reserved by this
                           lease;

                  (C)      by a form of underlease (which does not express any
                           sum to be payable by reference to a percentage or
                           proportion of the rent or any other sum payable under
                           this lease, but which requires it to be payable and
                           assessed in accordance with the same principles as
                           are required by this lease) to be approved by the
                           Landlord, such approval not to be unreasonably
                           withheld;

                  (D)      by a form of underlease which requires:

                           (1)      the principal rent reserved by it to be
                                    reviewed upwards only at each of those
                                    Review Dates which will occur during the
                                    sub-term, in accordance with the same
                                    principles which apply to rent reviews under
                                    this lease;

                           (2)      the underlessee to observe the Tenant's
                                    obligations (other than the obligation to
                                    pay rents under this lease) to the extent
                                    they relate to the Demised Premises and
                                    containing:

                                      13
<PAGE>

                               (a)       a condition for re-entry by the
                                         underlessor on breach of any obligation
                                         by the underlessee;

                               (b)       a qualified covenant not to transfer
                                         the whole of the Demised Premises
                                         (subject to prior compliance with
                                         conditions as set out in clause 2.11.3)
                                         and an unqualified covenant not to
                                         transfer part of the Demised Premises
                                         or to underlet or otherwise part with
                                         possession or share the occupation of
                                         the Demised Premises or any part of
                                         them;

                               (c)       an agreement excluding sections 24 to
                                         28 inclusive of the Landlord and Tenant
                                         Act 1954 in relation to the underlease,
                                         pursuant to an Order duly made under
                                         section 38(4) of that Act; and

                  (E)      with the Landlord's consent, issued within two months
                           before completion of the underletting, which consent
                           (subject to compliance with the foregoing conditions
                           precedent shall not be unreasonably withheld.

         2.11.5   To enforce the observe by every underlessee of the provisions
                  of the underlease and not expressly or impliedly to waive any
                  breach of them, nor to vary the terms of any underlease.

         2.11.6   Not to agree any reviewed rent payable under an underlease
                  until the principal rent reserved by this Lease has been
                  reviewed and agreed in accordance with the provisions of the
                  Fourth Schedule hereto.

         (Sharing occupation)

         2.11.7   Not to share the occupation of the Demised Premises or any
                  part of them.

  2.12   Notifying Landlord of dealings with the lease

         2.12.1   Within ten working days after any disposition or devolution of
                  this lease, or of any estate or interest in or derived out of
                  it, to give the Landlord notice of the relevant transaction
                  with a certified copy of the relevant document, and to pay the
                  Landlord a fair and reasonable fee of not less than twenty
                  five pounds for registering each notice.

         2.12.2   To notify the Landlord of particulars of the determination of
                  every rent review under any underlease of the Demised Premises
                  within fourteen days after the date of determination.

                                      14
<PAGE>

2.13     To pay costs of notices and consents and orders

         2.13.1   To pay all proper and reasonable costs charges and expenses
                  (including Solicitors costs and Surveyors fees) incurred by
                  the Landlord in any proceedings under Sections 146 and 147 of
                  the Law of Property Act 1925 or any statutory provision
                  replacing the same notwithstanding that forfeiture is avoided
                  otherwise than by relief granted by the Court

         2.13.2   To reimburse to the Landlord on demand all proper and
                  reasonable fees costs charges and expenses incurred or
                  suffered by the Landlord arising out of or in connection with
                  or incidental to any application or request by the Tenant in
                  connection with the Demised Premises or any provisions of this
                  Lease whether or not the same shall be proceeded with by the
                  Tenant or shall be granted subject to conditions or arising
                  out of or in connection with any steps in connection with the
                  preparation and service of a Schedule of Dilapidations during
                  or within ninety days after the expiry of sooner determination
                  of the Term or within ninety days after the Tenant vacates the
                  Demised Premises whichever shall be the later (but in relation
                  only to dilapidations occurring during the Term)

         2.13.3   To pay all proper and reasonable legal costs and disbursements
                  incurred by the Landlord in the recovery of arrears of rent
                  and any other monies due hereunder from the Tenant to the
                  Landlord and proceedings in connection therewith

2.14     User

         2.14.1   Subject to sub-clause 2.16 hereof to use the Demised Premises
                  for such use within Class B1 of the Town and Country Planning
                  (Use Classes) Order 1987 as shall be first approved in writing
                  by the Landlord (such consent not to be unreasonably withheld
                  or delayed where the proposed use is compatible with uses on a
                  Science Park and does not conflict with good estate
                  management) and for no other purpose

         2.14.2   Not to use the car parking spaces on the Science Park
                  allocated to the Tenant pursuant to the provisions of the
                  First Schedule otherwise than for parking private motor cars
                  of the Tenant its employees and visitors

2.15     Advertisements and signs

         2.15.1   Not to affix or permit to be affixed or exhibited to or upon
                  any part of the exterior of the Demised Premises or on the
                  interior visible from the exterior any placard poster sign
                  notice or advertisement save those of a type size and in
                  positions approved in writing by the Landlord

         2.15.2   At the end of the Term (howsoever determined) and if so
                  required by the Landlord to remove such placard poster sign or
                  advertisement from the Demised Premises

                                      15
<PAGE>

                  and to make good to the reasonable satisfaction of the
                  Landlord or its Surveyors any damage caused to the Demised
                  Premises by such removal

         2.15.3   Always to display and maintain a suitable sign in a location
                  reasonably prescribed by the Landlord showing the name (or
                  trading name) of every permitted occupier of the Demised
                  Premises

2.16     To comply with statutory provisions

         2.16.1   At all times during the Term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment (which expression in this covenant includes as well
                  any and every Act of Parliament already or hereafter to be
                  passed as any and every order regulation and bye-law already
                  or hereafter to be made under or in pursuance of any such Act)
                  so far as they relate to or affect the user of the Demised
                  Premises or any additions or improvements thereto or the user
                  thereof for the purpose of any manufacture process trade or
                  business or the employment therein of any person or persons or
                  any fixtures machinery plant or chattels for the time being
                  affixed thereto or being thereupon or used for the purposes
                  thereof and to execute all works and provide and maintain all
                  arrangements which by or under any enactment or by any
                  government department local authority or other public
                  authority or duly authorised officer or court of competent
                  jurisdiction acting under or in pursuance of any enactment are
                  or may be directed or required to be executed provided and
                  maintained at any time during the Term upon or in respect of
                  the user of the Demised Premises or any additions or
                  improvements thereto or in respect of any such user thereof or
                  employment therein of any person or persons for fixtures
                  machinery plant or chattels as aforesaid whether by the
                  Landlord or Tenant thereof and to indemnify the Landlord at
                  all times against all costs charges and expenses of or
                  incidental to the execution of any works or the provision or
                  maintenance of any arrangements so directed or required as
                  aforesaid and not at any time during the Term to do or omit or
                  suffer to be done or omitted on or about the Demised Premises
                  any act or thing by reason of which the Landlord may under any
                  enactment incur or have imposed upon him or become liable to
                  pay any penalty damages compensation costs charges or expenses
                  and to keep the Landlord effectually indemnified against all
                  such compensation damages penalties costs charges or expenses

         2.16.2   At all times during the Term to comply in all respects with
                  the provisions and requirements of any Town and Country
                  Planning Act or Acts for the time being in force and any
                  regulations and orders made thereunder and all licenses
                  consents permissions (to the extent such permissions shall be
                  implemented) and conditions (if any) granted or imposed
                  thereunder or under any enactment repealed thereby so far as
                  the same respectively relate to or affect the Demised Premises
                  or any part thereof or any operations works act or things
                  already or hereafter to be carried out executed or done or
                  omitted thereon or the use thereof for any purpose and before

                                      16
<PAGE>

                  making any applications to the Local Authority for planning
                  permission or bye-law consent to obtain the consent in
                  Authority for planning permission or bye-law consent to obtain
                  the consent in writing of the Landlord (which consent shall
                  not be unreasonably withheld or delayed) to such application
                  and to provide the Landlord with copies of the relevant
                  application and accompanying drawings and on the granting of
                  such planning permission or bye-law consent to supply copies
                  thereof to the Landlord

         2.16.3   Unless the Landlord shall otherwise direct to carry out before
                  the expiration or sooner determination of the Term any works
                  stipulated to be carried out to the Demised Premises by a date
                  subsequent to such expiration or sooner determination as a
                  condition of any planning permission which may have been
                  granted and acted upon by the Tenant during the Term

         2.16.4   To give notice to the Landlord as soon as reasonably
                  practicable after receipt of the same of any notice order or
                  proposal for a notice or order served on the Tenant under any
                  legislation and if so reasonably required by the Landlord to
                  produce the same and at the request and cost of the Landlord
                  to make or join in making such objections or representations
                  in respect of any proposals as the Landlord may reasonably
                  require

         2.16.5   At all times during the Term to comply with all requirements
                  from time to time of the appropriate authority in relation to
                  means of escape from the Demised Premises in case of fire and
                  at the expense of the Tenant to keep the Demised Premises
                  sufficiently supplied and equipped with fire fighting and
                  extinguishing apparatus and appliances of a type to be
                  approved from time to time by the relevant Fire Authority and
                  suitable in all respects to the type of user of or business
                  manufacture process or trade carried on upon the Demised
                  Premises which shall be open to the inspection of the Landlord
                  and also not to obstruct the access to or means of working
                  such apparatus and appliances by their operations at or
                  connected with the Demised Premises

2.17     Restriction on nuisance and auctions


         2.17.1   Not to use the Demised Premises or any part thereof for any
                  immoral purpose or for any noisy noisome dangerous or
                  offensive trade business manufacture operation or occupation
                  provided that the permitted user from time to time shall be
                  deemed not to be in breach of this clause and also not to do
                  or permit to be done thereon anything which may be or grow to
                  the damage nuisance disturbance or annoyance of the Landlord
                  or the occupiers of any adjoining or neighbouring premises or
                  permit any sale by auction to be held upon the Demised
                  Premises or any part thereof or permit the Demised Premises to
                  be used for residential purposes or as sleeping accommodation

                                      17
<PAGE>

         2.17.2   To pay to the Landlord all proper and reasonable costs charges
                  and expenses which may properly and reasonably be incurred by
                  the Landlord in abating a nuisance caused by the Tenant or its
                  servants licensees or customers and executing all such works
                  as may be necessary for abating a nuisance in obedience to a
                  notice served by a local or public authority on the Landlord
                  or the Tenant in respect of the Demised Premises

         2.17.3   Not at any time to permit any musical instrument gramaphone or
                  similar apparatus to be played or used on the Demised Premises
                  so as to be audible from outside the Demised Premises

         2.17.4   Sound insulation

                  To comply in all respects with any scheme or requirement which
                  may be imposed by the Local Planning Authority in connection
                  with the sound insulation of all plant and machinery

         2.17.5   Restriction on noise

                  Without prejudice to the preceding provisions of this Clause
                  2.17 hereof to ensure that the noise from operations conducted
                  on the Demised Premises shall not exceed

                        40 db (A) between 08.00 hours and 18.00 hours

                        35 db (A) between 18.00 hours and 22.00 hours

                        and

                        30 db (A) between 22.00 hours and 08.00 hours

                  all as measured on the boundary of the Science Park

2.18     To yield up

         On the expiration or sooner determination of the Term peaceably to
         yield up to the Landlord the Demised Premises in a good and tenantable
         state of repair and condition and decoration in accordance with the
         covenants by the Tenant herein contained together with all additions
         and improvements thereto and the keys and all Landlord's fixtures and
         fittings of every kind now in or upon the Demised Premises or which
         during the Term may be affixed or fastened to or upon the same all of
         which shall be at the expiration or sooner determination of the Term
         left complete with all parts and appurtenances thereof and in proper
         working order and condition PROVIDED ALWAYS that the foregoing
         covenants shall not apply to any articles held by the Tenant on hire
         nor to the Tenant's

                                      18
<PAGE>

         fixtures and fittings and to make good any damage caused to the Demised
         Premises by the removal of tenants and trade fixtures and fittings AND
         PROVIDED FURTHER that if so required by the Landlord the Tenant will
         remove from the Demised Premises such of the Tenant's fixtures and
         fittings as are then installed in the Demised Premises as the Landlord
         shall specify to be removed making good all damage caused thereby to
         the Landlord's satisfaction and reinstating the Demised Premises to
         their original condition PROVIDED FURTHER that the Tenant may from time
         to time (but only with the previous consent of the Landlord) substitute
         for any of the Landlord's fixtures and fittings other fixtures and
         fittings of at least as good a kind and quality as the Landlord's
         fixtures and fittings and not less suitable in character

2.19     Indemnity of the Landlord

         To indemnify and keep indemnified the Landlord from and against
         liability for all loss damage actions proceedings claims demands costs
         damages and expenses of whatever nature in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         or in respect of the infringement disturbance or destruction of any
         right easement or privilege or otherwise by reason of or arising in any
         way directly or indirectly out of:

         2.19.1   the state of repair or condition of the Demised Premises
                  insofar as the Tenant is liable for such state or condition
                  under the covenants herein contained

         2.19.2   the act omission or default of the Tenant its agents employees
                  customers invitees or visitors whilst on or about the Science
                  Park or the Demised Premises

         2.19.3   the construction or existence of any extensions of or
                  alterations to the Demised Premises carried out by or on
                  behalf of the Tenant

         2.19.4   the user of the Demised Premises and other areas of the
                  Science Park by the Tenant or its agents employees invitees or
                  visitors

         2.19.5   anything now or hereafter attached to or on the Demised
                  Premises or the Science Park by or on behalf of the Tenant

2.20     Not to obstruct

         2.20.1   Not to expose or place or permit or suffer to be exposed or
                  placed any goods articles or things whatsoever outside the
                  Demised Premises or upon any part of the Science Park and to
                  keep the same free from obstruction of any kind

         2.20.2   Not to stop up darken or obstruct any windows or lights or
                  ventilators belonging to the Landlord or to other tenants of
                  the Landlord or to tenants of other units on the Science Park
                  or other property adjoining the Demised Premises and not to
                  stop

                                      19
<PAGE>

                  up cover or obstruct access to any services on the Science
                  Park or to any fire escapes and not to give to any third party
                  any acknowledgement that the Tenant enjoys the access of light
                  or air to any windows or openings in the Demised Premises by
                  the consent of such third party or to pay any sum of money to
                  or enter into agreement with such third party for the purpose
                  of inducing or binding him to abstain from obstructing the
                  access of light or air to any such windows or lights or
                  ventilators and in the event that any such third party doing
                  or threatening to do anything which obstructs or would
                  obstruct such access of light or air forthwith in writing to
                  notify the same to the Landlord

         2.20.3   Prevention of acquisition of easements

                  Without prejudice to sub-clause 2.20.2 above not to permit or
                  suffer any owner of adjoining or neighbouring property to
                  acquire any rights of way light or air or other easements over
                  the Demised Premises but as soon as the Tenant becomes aware
                  thereof to inform the Landlord or the Landlord's Managing
                  Agents in writing of any act or thing which may result in the
                  acquisition of any right or privilege over the Demised
                  Premises (for the purpose of enabling the Landlord if it
                  thinks fit to do anything necessary for preventing the
                  acquisition of any such right or privilege and to permit the
                  Landlord and the Landlord's Managing Agents to enter and
                  examine the Demised Premises accordingly) and at the sole cost
                  of the Landlord to join with the Landlord in taking such steps
                  or action as may be reasonably required by the Landlord to
                  prevent any such right or privilege from being acquired

2.21     To notify Landlord of defects and damage

         2.21.1   To notify the Landlord without delay upon becoming aware of
                  any "relevant defects" of which it is aware in the state of
                  the Demised Premises within the meaning of Section 4 of the
                  Defective Premises Act 1972 or any statutory modification or
                  re-enactment thereof and (without prejudice to the foregoing)
                  to give notice thereof as soon as reasonably practicable to
                  the Landlord of any notice or claim affecting the Demised
                  Premises

         2.21.2   In the event of the Demised Premises being destroyed or
                  damaged to give notice thereof immediately to the Landlord or
                  the Landlord's Managing Agents stating the cause of such
                  destruction or damage if the Tenant can in fact determine the
                  cause

2.22     For sale or to let boards

         To permit the Landlord and its surveyors workmen and agents at any time
         during the Term for the purpose of selling or disposing of the
         Landlord's reversionary interest or at any time within six calendar
         months next before the expiration or sooner determination of

                                      20
<PAGE>

         the Term for the purpose of re-letting the Demised Premises to enter
         upon the Demised Premises and to affix and retain upon any suitable
         part thereof (but not so as to block any door or window) a notice board
         for selling or letting the same (with or without any other premises) as
         the case may be and the Tenant will not remove or obscure the same and
         will at all times throughout the Term permit all prospective purchasers
         or tenants by order in writing of the Landlord or its agents to enter
         and view the Demised Premises or any part thereof at reasonable hours
         in the daytime by prior appointment without interruption

2.23     Covenants

         To comply with those covenants and other matters affecting the Demised
         Premises and not to interfere with those rights easements or other
         matters (if any) affecting the Demised Premises as (in each case) are
         contained or referred to in the documents referred to in the Fifth
         Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1      Quiet enjoyment

         That the Tenant paying the rents hereby reserved and observing and
         performing the several covenants and stipulations on its part herein
         contained shall peaceably hold and enjoy the demised Premises during
         the Term without any interference of the Landlord or any person
         rightfully claiming under or in trust for him or by title paramount

3.2      To insure

         3.2.1    Subject to such limitations exclusions and excesses as are
                  required by the insurers normal terms of insurance to keep
                  insured at all times throughout the Term the Demised Premises
                  (with the Tenant's interest being noted upon the policy of
                  insurance if the insurers so permit) against loss or damage by
                  fire explosion lightning storm and tempest riot civil
                  commotion and aircraft and articles dropped therefrom and
                  (where appropriate) flooding impact by vehicle escape of water
                  from burst pipes or other water apparatus (and in time of war
                  against war risks under any statutory insurance scheme which
                  may be applicable to the Demised Premises) the cost of shoring
                  up demolition and site clearance and against such other risks
                  as the Landlord may from time to time reasonably require
                  together with surveyors and architect's fees and three years
                  loss of rent (to include not only the rent currently payable
                  but having reasonable regard to potential increases in rent
                  pursuant to the Fourth Schedule and with any addition to the
                  amount insured as the Landlord may reasonable decide in
                  respect of VAT) in some insurance office of repute to a value
                  equal to the full cost of reinstatement thereof but not
                  necessarily facsimile reinstatement in accordance with local
                  and statutory requirements then current and against loss of or
                  damage to property or personal

                                      21
<PAGE>

                  injury or any building erected thereon or anything done
                  therein and to make all payments necessary for that purpose
                  when the same shall respectively become payable and unless the
                  policy of insurance shall be vitiated by act or default of the
                  Tenant or its agents licensees servants or invitees to cause
                  all monies received by virtue of any such insurance (save any
                  monies received in respect of loss of rent) to be forthwith
                  laid out in rebuilding and reinstating the Demised Premises in
                  the event of the Demised Premises being damaged or destroyed
                  as aforesaid unless the Landlord is unable having used its
                  best endeavours (which the Landlord agrees to do) to obtain
                  permission for such rebuilding or reinstatement of the Demised
                  Premises whereupon this demise shall forthwith be at an end
                  without prejudice to any right of action of the Landlord or
                  the Tenant in respect of any antecedent breach of covenant
                  Provided that the Tenant shall have no claim in respect of the
                  said insurance monies

         3.2.2    Whenever reasonably so required by the Tenant to supply to the
                  Tenant sufficient details of such policy or policies of
                  insurance to enable the Tenant to comply with the terms and
                  conditions thereof together with evidence of payment of the
                  premium

3.3      To use all reasonable endeavours to do such of the things and to
         provide such of the services specified in the Third Schedule hereto as
         the Landlord or Landlord's Managing Agents from time to time shall deem
         appropriate and to use its like endeavours to enforce the covenant to
         contribute to the expenses referred to in the Third Schedule which are
         contained in leases of other premises on the Science Park (as defined
         in the First Schedule hereto)

3.4      Unless the Landlord reasonably considers it not to be in the interest
         of other tenants on the Science Park (as defined as aforesaid) to use
         reasonable endeavours at the Tenant's request to enforce the covenants
         contained in leases of other premises on the Science Park (as so
         defined) the Tenant indemnifying the Landlord against its expenses
         properly incurred in so far as they are not recoverable under the
         provisions of the other leases (or otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

4.1      Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if the rents
         reserved or any part thereof shall be unpaid for twenty-one days after
         becoming payable whether formally demanded or not or if any covenant on
         the Tenant's part or condition contained in this Lease shall not be
         performed or observed or if the Tenant for the time being (being a
         company) shall enter into liquidation whether compulsory or voluntary
         (save for the purpose of reconstruction or amalgamation whilst solvent)
         or pass a resolution for winding up (save as aforesaid) or suffer an
         administrator or an administrative receiver to be appointed or being an
         individual or being more than one individual any one of them shall have
         a

                                      22
<PAGE>

         receiving order made against him or become bankrupt or if the Tenant
         (or if there shall be more than one Tenant any of them) shall enter
         into composition with their or his creditors or suffer any distress or
         execution to be levied on their or his goods then and in any such case
         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 or remedy of the Landlord in respect
         of any breach non-observance or non-performance of any of the Tenant's
         covenants or any conditions herein contained

4.2      Notices

         Any notice under this Lease shall be in writing and shall be deemed
         well served if posted to the Registered Office of the recipient or if
         an individual at his last known address or in the case of the service
         on the Tenant at the Demised Premises by first class post recorded
         delivery in which case the date of service shall be the day following
         the date of posting

4.3      Waiver

         No demand for or acceptance of or receipt for rent by the Landlord
         after knowledge or notice received by the Landlord or his agents of any
         breach of any of the Tenant's covenants hereunder shall be or operate
         as a waiver wholly or partially of any such breach but any such breach
         shall for all purposes of these presents be a continuing breach of
         covenant so long as such breach shall be subsisting and the Tenant
         shall not be entitled to set up any such demand or acceptance of or
         receipt for rent by the Landlord as a defence in any action or
         proceeding by the Landlord

4.4      Representations

         The Tenant hereby admits that the Demised Premises have been inspected
         by it or on its behalf and the Tenant has entered into this Lease
         solely on the basis of such inspection and upon the terms hereof and
         not in reliance of any collateral contract warranty or representation
         whether written oral or implied made by or on behalf of the Landlord
         other than any made by the Landlord's Solicitors in reply to any
         enquiries raised by the Tenant's Solicitors prior to the date hereof

4.5      Value Added Tax

         For the avoidance of doubt it is hereby declared that where any party
         has an obligation to make payment of any amount hereunder including
         (without prejudice to the generality of the foregoing) the rents hereby
         reserved and any Value Added Tax (or other like tax excise or custom or
         other duty) becomes payable in respect of the supply of any goods or
         services to which such amount relates or by reference to which in whole
         or in part such amount is ascertained then the obligation shall extend
         to and include the Value Added Tax (or other like tax as hereinbefore
         mentioned) or the appropriate proportion thereof

                                      23
<PAGE>

4.6      Rent abatement

         If the Demised Premises or any part thereof shall at any time during
         the Term be destroyed or so damaged by fire or other insured risk as to
         be unfit for occupation or use then and in any such case unless the
         insurance of the Demised Premises shall have been forfeited or payment
         of the said policy monies or any part thereof refused by or in
         consequence of any act or default of the Tenant their licensees or
         agents the rent hereby reserved (without prejudice to any monies owing
         to the Landlord at the date of such damage or destruction) or a fair
         and just proportion thereof according to the nature and extent of the
         damage sustained shall from the date of such damage or destruction and
         until the Demised Premises shall have been rebuilt or reinstated and
         made fit for occupation or until the end of the period for which the
         Landlord shall have initiated loss of rent insurance (whichever shall
         first occur) be suspended and cease to be payable

4.7      Ending of the lease following major damage

         If at any time the Demised Premises shall be destroyed or damaged and
         shall not have been reinstated by the Landlord by the date on which the
         insurance for loss of rent effected by the Landlord expires the Tenant
         may at any time thereafter by notice in writing to the Landlord
         determine this Lease and on the tenth working day following the service
         of such notice this Lease shall determine but without prejudice to any
         rights or remedies which may then have accrued in respect of any breach
         of any of the covenants or provisions contained therein provided that
         the Tenant may not determine this Lease if the Landlord had by the date
         falling two years and 6 months from the date of destruction or damage
         commenced and is diligently proceeding with the carrying out of works
         to replace the damaged or destroyed parts of the Demised Premises

4.8      Construction (Design and Management) Regulations 1994

         4.8.1    In this clause:

                  (A)      the expression "Regulations" means the Construction
                           (Design and Management) Regulations 1994 and any
                           expressions appearing in this clause which are
                           defined in the Regulations have the same meaning; and

                  (B)      the expression "relevant work" means any construction
                           work which is undertaken by the Tenant or by a person
                           claiming under it pursuant to an obligation or a
                           right (whether or not requiring the Landlord's
                           consent) under this lease and for the purposes of the
                           Regulations the Tenant irrevocably acknowledges that
                           it, and not the Landlord, arranges the design,
                           carrying out and construction of relevant work.

         4.8.2    The Tenant irrevocably acknowledges that it will be the only
                  client in respect of

                                      24
<PAGE>

                  any relevant work.

         4.8.3    Before any relevant work is commenced the Tenant shall make a
                  declaration in accordance with Regulation 4(4) and shall
                  forthwith serve it on the Executive and a copy of it on the
                  Landlord.

         4.8.4    The Tenant shall comply with its obligations as client in
                  respect of any relevant work.

         4.8.5    The Tenant shall promptly provide the Landlord with a complete
                  copy of the health and safety file for all relevant work and
                  (no later than the expiry of the Term) the original health and
                  safety file.

         4.8.6    The provisions of this clause 4.9 shall apply notwithstanding
                  that any consent issued by the Landlord in respect of any
                  relevant work does not refer to the said provisions or to the
                  Regulations

4.9      Restriction on acquisition of easements

         The Tenant shall not by virtue of this demise be deemed to have
         acquired or be entitled to nor shall it during the Term acquire or
         become entitled by any means whatever in respect of the Demised
         Premises to any right of light or air nor any other easement from or
         over or affecting any other land or premises now or at any time
         hereafter belonging to the Landlord and not comprised in this demise
         save such as is necessary for the carrying on of the Tenant's business
         in the Demised Premises

4.10     Warranty

         Nothing herein contained or implied shall be taken to be a covenant
         warranty or representation by the Landlord that the Demised Premises
         can lawfully be used for any particular purpose or that the Demised
         Premises are fit for any purpose for which the Tenant may use them

4.11     Remedies for dilapidations in the state

         If at the expiration or sooner determination of the Term the Demised
         Premises are not in the state of repair and condition in which they
         should be having regard to the Tenant's covenants herein contained the
         Tenant shall (if so required by the Landlord) pay to the Landlord on
         demand by way of liquidated damages:

         4.11.1   such sum as shall be agreed between the parties and in default
                  of agreement as shall be certified by an independent chartered
                  surveyor to be appointed by the Landlord to represent in this
                  opinion:

                                      25
<PAGE>

                  (A)      the cost of putting the Demised Premises into the
                           state of repair and condition in which they should be
                           as aforesaid and

                  (B)      the rent that would have been payable under this
                           Lease if the Term had been extended for such period
                           as is reasonably necessary to put the Demised
                           Premises into the state of repair and condition in
                           which they should be as aforesaid and

         4.11.2   the reasonable fees of the Landlord or its agent for the
                  preparation and service of a Schedule of Dilapidations and of
                  the said independent chartered surveyor for the preparation
                  and issue of the said certificate

4.12     Removal of Tenant's property

         If at such time as the Tenant has vacated the Demised Premises after
         the determination of the Term either by effluxion of time or otherwise
         any property of the Tenant shall remain in or on the Demised Premises
         and the Tenant shall fail to remove the same within twenty-eight days
         after being requested by the Landlord so to do by a notice in that
         behalf then and in such case the Landlord may as the agent of the
         Tenant (and the Landlord is hereby appointed by the Tenant to act in
         that behalf) sell such property and shall then hold the proceeds of
         sale after deducting the reasonable costs and expenses of removal
         storage and sale reasonably and properly incurred by it to the order of
         the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
         any liability incurred by it to any third party whose property shall
         have been sold by the Landlord in the bona fide mistaken belief (which
         shall be presumed unless the contrary be proved) that such property
         belonged to the Tenant and was liable to be dealt with as such pursuant
         to this sub-clause

4.13     Party Walls

         All walls separating the Demised Premises from any adjoining premises
         shall be party walls and shall be used and repaired and maintained as
         such and all ceiling joists beams slabs floors and walls separating the
         Demised Premises from any adjoining premises shall be party structures
         and shall be used and repaired and maintained as such

4.14     No liability for injury etc

         The Landlord shall not be responsible to the Tenant or its servants or
         visitors for any injury death damage destruction caused by natural or
         consequential loss whether to person property or goods due directly or
         indirectly to any act neglect or default of any other tenant or
         permitted occupier for the time being of the Science Park or to the
         condition of the Demised Premises or any of its appurtenances

4.15     Powers of Landlord's Managing Agents

                                      26
<PAGE>

         The obligations of the Tenant under this Lease shall be enforceable in
         case of default as well by the Landlord's Managing Agents in their own
         name as by the Landlord

4.16     No compensation

         If the Lease hereby granted is within Part II of the Landlord and
         Tenant Act 1954 then subject to the provisions of sub-clause (2) of
         Section 38 of that Act the Tenant shall not be entitled on quitting the
         Demised Premises to any compensation under Section 37 of the same Act
         or under any corresponding provision in any Act or under any
         corresponding provision in any Act amending or replacing the same

4.17     Tenant's right to break

         4.17.1   The Tenant may (subject to the provisions of this clause)
                  determine this lease as at 24/th/ December 2009 (the "Break
                  Date").

         4.17.2   The Tenant shall give the Landlord written notice of its
                  intention to determine at least thirteen months before the
                  Break Date.

         4.17.3   If the Tenant duly serves a notice under this clause it shall
                  procure that vacant possession of the Demised Premises will be
                  available on the Break Date free of occupation by and of any
                  estate or interest vested in the Tenant or any third party and
                  this lease shall not determine as a result of any notice
                  served by the Tenant if it is in material breach of any of its
                  covenants contained in this lease (including those contained
                  in this clause) at the Break Date except to the extent if at
                  all the Landlord in its absolute discretion waives compliance
                  with any of them.

         4.17.4   If a notice is duly served and the requirements of paragraph
                  4.17.3 of this clause are first satisfied this lease shall
                  determine on the Break Date without prejudice to:

                  (A)      any rights or remedies which may have accrued to
                           either party in respect of any breach of any of the
                           covenants or obligations contained in it including
                           obligations under this clause which shall continue to
                           bind the parties; and

                  (B)      the continuing obligation of the parties to account
                           to one another on demand for any payment or allowance
                           apportioned up to the date of determination as soon
                           as reasonably possible thereafter.

         4.17.5   Time is of the essence of all dates and periods referred to in
                  this clause.

4.18     Freedom to deal with Science Park

                                      27
<PAGE>

         The Landlord may at any time or times hereafter convey demise or
         otherwise deal with all or any of the Science Park (as defined in the
         First Schedule hereto) free from all or any of the covenants and
         conditions herein contained or subject to any other covenants
         conditions or otherwise as the Landlord thinks fit

4.19     Overriding lease

         If, during the Term, the Landlord grants a tenancy of the reversion
         immediately expectant on the determination of this lease, whether
         pursuant to section 19 Landlord and Tenant (Covenants) Act 1995 or
         otherwise, any obligation of the Tenant to obtain the consent of the
         Landlord under this lease to any dealing shall be deemed to include a
         further obligation also to obtain the consent of the lessor under such
         tenancy to such a dealing.

4.20     Application of Landlord and Tenant (Covenants) Act 1995

         This lease is a new tenancy for the purposes of the Landlord and Tenant
         (Covenants) Act 1995.

4.21     Stamp duty certificate

         It is hereby certified that there is no agreement for lease to which
         this lease gives effect.

5.       INTERPRETATION

         In this lease:

5.1      The singular includes the plural and vice versa and one gender includes
         both other genders.

5.2      Where a party comprises more than one person, obligations of that party
         take effect as joint and several obligations.

5.3      An obligation by the Tenant not to do (or omit) any act or thing also
         operates as an obligation not to permit or suffer it to be done (or
         omitted) and to prevent (or as the case may be) to require it being
         done.

5.4      References to:

         (A)      any clause or schedule are reference to the relevant clause or
                  schedule of this lease and any reference to a sub-clause or
                  paragraph is a reference to that sub-clause or paragraph of
                  the clause or schedule in which the reference appears and
                  headings shall not affect the construction of this lease;

         (B)      any right of (or obligation to permit) the Landlord to enter
                  the Demised Premises

                                      28
<PAGE>

                  shall also be construed as entitling the Landlord to remain on
                  the Demised Premises, with or without equipment, and
                  permitting such right to be exercised by all persons
                  authorised by the Landlord;

         (C)      any consent or approval of the Landlord, or words to similar
                  effect mean a consent in writing signed by or on behalf of the
                  Landlord and given before the act requiring consent or
                  approval;

         (D)      the Demised Premises (except in clause 2.11) extend, where the
                  context permits, to any part of the Premises;

         (E)      a specific Enactment include every statutory modification,
                  consolidation and re-enactment and statutory extension of it
                  for the time being in force, except in relation to the Town
                  and Country Planning (Use Classes) Order 1987, which shall be
                  interpreted exclusively by reference to the original
                  provisions of Statutory Instrument 1987 No 764 whether or not
                  it may have been revoked or modified;

         (F)      the last year of the Term includes the final year of the Term
                  if this lease determines otherwise than by passing of time and
                  references to the expiry of the Term include that type of
                  determination;

         (G)      rents or other sums being due from the Tenant to the Landlord
                  mean that they are exclusive of any VAT.

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      29
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)

ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B2 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(ii)     upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighbouring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(iii)    the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and connecting
         with the main water drainage electricity and sewage systems serving the
         Science Park PROVIDED ALWAYS that no liability shall fall upon the
         Landlord for any damage to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident flood tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of
         workmen whether in the employment of the Landlord or not or any other
         circumstances

                                      30
<PAGE>

         or occurrence beyond the Landlord's control
(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the six car parking spaces coloured blue on
         Plan A

                                      31
<PAGE>

                                      MAP

                                      32
<PAGE>

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of the Science Park as is now enjoyed or as will be
         hereafter enjoyed from the Demised Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

                                      33
<PAGE>

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      34
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

<TABLE>
<CAPTION>
1.                MECHANICAL EQUIPMENT                                                  QUANTITY
<S>                                                                                     <C>
1.1               Stelrad Ideal Elan wall bung balanced flue gas boiler
                  with terminal guard                                                   No. 1 complete

1.2               Brefco fill and expansion unit comprising 12 litre
                  vessel, filling valve, safety valve, pressure gauge and
                  flexible quick fit hose connection                                    No. 1 complete

1.3               Grundfoss U P 15 60 water pump                                        No. 1

1.4               Gas solenoid shut off valve wired to thermal link
                  over boiler and electric knock off button                             No. 1 complete

1.5               Honeywell frost thermostat                                            No. 1

1.6               Sangamo time clock                                                    No. 1

1.7               Radiator Stelrad Accord Complete with HERTZ
                  thermostatic regulating valves                                        No. 11 complete

                  No thermostatic regulating valves with a
                  BALLOFIX regulating valve at the end of each run                      No. 2 complete

1.8               Stanton DFE 70 wall mounted electric water heater                     No. 1

2.                ELECTRICAL

2.1               Thorn PP40/6/5 light fitting                                          No. 1

2.2               Surelux light fitting 1200 x 600 LUX 14LL 3436                        No. 21

2.3

2.4               Surelux light fitting 600 x 600 Recessed LAX 1455
                  4218                                                                  No. 1

2.5

2.6               Surelux light fitting 300 x 150 Emergency Light
                  8w recessed                                                           No. 1
</TABLE>

                                      35
<PAGE>

<TABLE>
<S>                                                                                     <C>
2.7               MR Light up-lighter type 1339                                         No. 1

2.8               MK 711 shaver point and light                                         No. 1

2.9               Power Link sockets and trunking                                       No. 46 complete

2.10              CHANNEL SAFETY SYSTEM LTD 2 Zone CH2
                  Fire Alarm Panel complete with Bezzell Plate, Bells
                  and Break Glass                                                       No. 1

2.11              Surelux Canopy lights                                                 No. 2

2.12              Surelux 300 x 300 recessed lamps complete with
                  SAS 2 louvres                                                         No. 3

2.13              MERLIN GREEN LTD Elect Distribution Board                             No. 1 complete

2.14              ROOF UNITS LTD model SDX Euro Flo extract
                  fan and controller (kitchen)                                          No. 1 complete

2.15              ROOF UNITS LTD model "G" series twin extract
                  fan and controller (toilet)                                           No. 1 complete

3.                FITTINGS

3.1               Twyford "GALERIE" WC Bowl and Cistern                                 No. 2

3.2               Twyford "GALERIE' wash hand basin and taps                            No. 1

3.3               Twyford "SOLA" wash hand basin and taps
                  (disabled toilet)                                                     No. 1

3.4               Twyford Coat Hooks                                                    No. 2

3.5               Twyford toilet roll holders                                           No. 2

3.6               Mirror and Plate glass 500 x 1100                                     No. 1

3.7               Mirror and Plate glass 400 x 1100                                     No. 1

3.8               Twyford support rails (disabled toilet)                               No. 1

3.9               Southway mini kitchen - Ref 100 OAR                                   No. 1
</TABLE>

                                      36
<PAGE>

<TABLE>
<S>                                                                                     <C>
3.10              All ironmongery to doors by ALLGOODS                                  Complete

3.11              ARMSTRONG "CORTEGA" suspended ceiling mineral fibreboard tiles
                  600 x 600 x 15 mm et on Armstrong "MICROLOOK" 15 exposed grid
                  suspension system, colour white. Ground floor only.                   Complete

3.12              Pendock Maxi Profile encasement of soil vent pipe
                  (kitchen) and stub stack (disabled toilet)                            No. 2
</TABLE>

                                      37
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or the Landlord's Managing Agents' opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water rates or other outgoings
         which in the Landlord's or the Landlord's Managing Agents' reasonable
         opinion benefit the Science Park or any part thereof and which do not
         fall to be paid by any other tenant on the Science Park or by the
         Landlord in respect of any unoccupied premises available for letting on
         the Science Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at Work Act 1974 and in any other legislation
         or order or instrument deriving validity from

                                      38
<PAGE>

         any of them and any Act or Acts for the time being in force amending or
         replacing the same and any future legislation or order or instrument as
         aforesaid of the like nature or effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         the Landlord's Managing Agents shall from time to time reasonably
         consider necessary or desirable for the use enjoyment or benefit of the
         Tenant jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not the
         Tenant shall make use of such facilities

                                      39
<PAGE>

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      40
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)

1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the relevant Review Date;

1.2      "Review Date" means each of:

         1.2.1    25/th/ December in the years 2001, 2004 and 2007; and (if
                  applicable)

         1.2.2    any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1    the Permitted Use and the Demised Premises comply with
                  Planning Law and every other Enactment and that the lessee may
                  lawfully implement and carry on the Permitted Use;

         1.3.2    the Demised Premises have been fitted out and are fit for
                  immediate occupation and operation of the Permitted Use;

         1.3.3    no work has been carried out to the Demised Premises which has
                  diminished their rental value;

         1.3.4    in case the Demised Premises or the Science Park or any part
                  of it has been destroyed or damaged they have been fully
                  restored,

         but disregarding any effect on rent of:

         (i)      the fact that the Tenant or any underlessee or other occupier
                  or their respective

                                      41
<PAGE>

                  predecessors in title has been or is in occupation of the
                  Demised Premises;

         (ii)     any goodwill attached to the Demised Premises by the carrying
                  on in them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other occupier; and

         (iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
                  carried out to the Demised Premises during the Term by the
                  Tenant or any permitted underlessee, in either case at its own
                  expense in pursuance of a licence granted by the Landlord and
                  otherwise than in pursuance of any obligation to the Landlord
                  and any other works carried out at the Demised Premises by the
                  Tenant under any previous tenancy whether or not so licensed
                  by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent chartered
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in the letting and
         valuation of premises of a similar character and quality to those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:

         (a)      for the period commencing on 25/th/ December 1998 and expiring
                  on 24/th/ December 1999 the sum of Nineteen Thousand Seven
                  Hundred and Twenty Six Pounds ((pound)19,726); and

         (b)      for the period commencing on 25/th/ December 1999 until the
                  first Review Date the sum of Twenty-one Thousand Nine Hundred
                  and Fifty Pounds ((pound)21,950).

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

                                      42
<PAGE>

4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

         4.2.1    to give written notice to the Landlord and the Tenant inviting
                  each of them to submit to him within such time limits as he
                  shall reasonably stipulate a proposal for the Review Rent
                  supported by any or all of:

                  (A)      a statement of reasons;

                  (B)      a professional rental valuation;

                  (C)      information in respect of any other matters they
                           consider relevant; and (separately and later)

                  (D)      submissions in respect of each other's statement of
                           reasons, valuation and other matters; and

         4.2.2    upon written request from the Landlord or the Tenant to assess
                  the Review Rent with a hearing and not solely upon the written
                  submissions and other matters referred to at paragraph 4.2.1
                  of this schedule 4; and

         4.2.3    to give written notice to the Landlord and the Tenant if he
                  shall appoint a Solicitor or Counsel or expert to advise and
                  assist him on points of law and/or procedure and/or evidence
                  which notice shall include the name of the Solicitor or
                  Counsel or expert and details of their anticipated fees and
                  expenses and the Landlord or the Tenant shall notify the
                  Review Surveyor within a reasonable period if there is any
                  objection to such appointment or the level of such fees or
                  expenses and the Review Surveyor shall give reasonable
                  consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord or the Tenant may apply to the President
         for the appointment of another Review Surveyor.

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review

                                      43
<PAGE>

         Rent, any amount by which the Review Rent for the period commencing on
         the relevant Review Date and ending on the quarter day following the
         date of payment exceeds the Current Rent paid on account for the same
         period, plus interest (but calculated at 2% per annum above the Midland
         Bank Plc base lending rate then in force) for each instalment of rent
         due on and after the relevant Review Date on the difference between
         what would have been paid on that rent day had the Review Rent been
         fixed and the amount paid on account (the interest being payable from
         the date on which the instalment was due up to the date of payment of
         the shortfall).

6.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as at the next following quarter
         day which shall for the purposes of this lease be a Review Date.

7.       As soon as possible after any increase in rent is agreed or determined
         pursuant to this Fourth Schedule, a memorandum recording the increase
         shall be signed on behalf of the Landlord and the Tenant respectively
         and exchanged between them.

                                      44
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      45
<PAGE>

                                SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations the Assignor shall comply with
         the obligations in respect of which the Assignee shall be in default
         and shall on demand pay to the Landlord an amount equivalent to the
         rents or other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the Landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premises (for a term computed
         from the date of the Relevant Trigger Event to the dat on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights o the Landlord against the Assignee the
         Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

1.4      the Assignor shall pay all charges (on a fully indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agrees with the Assignor that it will notify the Assignor
         in writing within ten working days of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      46
<PAGE>

THE COMMON SEAL of SUN LIFE                )
PENSIONS MANAGEMENT LIMITED                )
was hereunto affixed in the presence of:   )




                                           Director

                                           Director/Secretary

                                      47
<PAGE>

               DATED                     23/RD/           AUGUST            1999
--------------------------------------------------------------------------------





                     SUN LIFE PENSIONS MANAGEMENT LIMITED


                                      and


                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED



________________________________________________________________________________


                                     LEASE
                                      of
                         Unit B3 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

________________________________________________________________________________




NOTE:    This Lease is a new tenancy for the purposes of the Landlord and Tenant
     (Covenants) Act 1995.


                                                     Herbert Smith
                                                     Exchange House
                                                     Primrose Street
                                                     London EC2A 2HS
                                                     Tel: 0171-374 8000
                                                     Fax: 0171-374 0888
                                                     Ref: 2065/2174/30794054

                                       1
<PAGE>

THIS LEASE is made the 23/rd/ day of August 1999

BETWEEN:

(1)      SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
         registered office is at 107 Cheapside London EC2V 6DU (hereinafter
         called the "Landlord") and

(2)      CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
         registered office is at The Science Park Melbourn Cambridgeshire SG8
         6JJ (hereinafter called the "Tenant")

WITNESSETH as follows:

1.       The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
         particularly described in the First Schedule hereto together with the
         Landlord's fixtures and fittings therein set out in the Second Schedule
         hereto (all which premises are hereinafter referred to as the "Demised
         Premises") TO HOLD the same unto the Tenant for the term of twelve
         years subject to the provisions for earlier determination in Clause
         4.17 from and including 25/th/ December 1998 (the "Term") PAYING
         THEREFOR:

         FIRSTLY, yearly and proportionately for any part of a year, the rent
         specified in the Fourth Schedule, by equal quarterly payments in
         advance on the usual quarter days in every year, the first such payment
         or a proportionate part of it (being a proportionate part of the rent
         specified in paragraph 2 of the Fourth Schedule from the date hereof to
         the first anniversary of the date from which the Term is calculated,
         after deduction of the quarterly installments of such yearly rent
         payable on the intervening usual quarter days) to be made on the date
         hereof:

         SECONDLY on demand by way of additional rent (and the Landlord's
         remedies for recovering rent in arrears shall apply hereto) a sum
         representing interest at the rate of four pounds per centum per annum
         above the Midland Bank Plc base lending rate in force at the date the
         rent falls due upon any payment of rent outstanding and unpaid upon the
         date when the payment of rent fell due and upon any other sum or sums
         of money payable under the terms of this Lease by the Tenant to the
         Landlord which shall remain unpaid the interest to be charged from the
         date upon which the payment of rent fell due or the said sum or sums
         was or were (as the case may be) demanded in writing throughout the
         entire period during which the payment of rent or other sum or sums
         remain outstanding or unpaid Provided always that this Clause shall not
         prejudice in any way the Landlord's right of re-entry contained in
         Clause 4.1 hereof

         THIRDLY as additional rent a proportionate part (hereinafter called
         "the service rent") of the Maintenance Charge (which expression in this
         Lease shall mean the aggregate in any one year of the costs expenses
         provisions liabilities and payments properly incurred or

                                       2
<PAGE>

         otherwise provided for by the Landlord in relation to the matters set
         forth in the Third Schedule hereto) being subject to the following
         terms and provisions:


         1.1      the amount of the service rent shall be ascertained and
                  certified annually by a certificate (hereinafter called "the
                  certificate") signed by the Landlord or its Managing Agents
                  (which expression in this Lease shall mean the Agents (if any)
                  nominated by the Landlord and for the time being thereunder
                  duly authorised by the Landlord and includes their sub-agents
                  to whom if requested by the Landlord in writing all
                  communications intended for the Landlord shall be addressed)
                  so soon after the end of the Landlord's financial year as may
                  as practicable and shall relate to such year in manner
                  hereinafter mentioned

         1.2      the expression "the Landlord's financial year" shall mean the
                  period from the First day of April to the Thirty-first day of
                  March or such other annual period as the Landlord may in its
                  discretion from time to time determine

         1.3      a copy of the certificate for each such financial year shall
                  be supplied by the Landlord to the Tenant on written request
                  and without charge to the Tenant

         1.4      the certificate shall contain a fair and accurate summary of
                  the Landlord's said expenses and outgoings incurred by the
                  Landlord during the Landlord's financial year to which it
                  relates and the certificate (or a copy thereof duly certified
                  by the person by whom the same was given) shall be conclusive
                  evidence for the purposes hereof of the matters which it
                  purports to certify save in case of manifest error or
                  mis-statement

         1.5      the annual amount of the service rent payable by the Tenant as
                  aforesaid shall be:

                           (A)      a percentage of the Maintenance Charge which
                                    is calculated by comparing the gross
                                    internal floor area of the Demised Premises
                                    with the total gross internal floor area of
                                    all premises (including the Demised
                                    Premises) let or available for letting
                                    (including any premises the freehold of
                                    which has been sold by the Landlord but
                                    subject to the payment to the Landlord of a
                                    service charge contribution) from time to
                                    time on the Science Park (as defined in the
                                    First Schedule) and the determination of
                                    such percentage by the Landlord or its
                                    Managing Agent shall be final

                           (B)      together with the whole of the insurance
                                    charge set forth in Paragraph 15 of the
                                    Third Schedule

         1.6      on the usual quarter days in each year during the Term the
                  Tenant shall pay to the Landlord such a sum (hereinafter
                  referred to as "advance payment") in advance and on account of
                  the service rent for the Landlord's financial year then
                  current as

                                       3
<PAGE>

                  the Landlord or its Managing Agents shall from time to time
                  specify to be fair and reasonable

         1.7      within a reasonable period after the end of each Landlord's
                  financial year the Landlord shall furnish to the Tenant an
                  account of the service rent payable by the Tenant for that
                  year due credit being given therein for the advance payments
                  made by the Tenant in respect of the said year and upon the
                  furnishing of such account there shall be paid by the Tenant
                  to the Landlord the service rent or any balance found payable
                  or there shall be allowed or (after the expiry of the Term)
                  repaid by the Landlord to the Tenant any amount which may have
                  been overpaid by the Tenant by way of advance payment as the
                  case may require PROVIDED ALWAYS that the provisions of this
                  sub-clause shall continue to apply notwithstanding the
                  expiration or sooner determination of the Term but only in
                  respect of the period down to such expiration or sooner
                  determination as aforesaid

         1.8      it is hereby agreed and declared that the Landlord shall not
                  be entitled to re-enter under the provision in that behalf
                  hereinafter contained by reason only of the non payment by the
                  Tenant of any advance payment as aforesaid prior to the issue
                  of the certificate for the preceding financial year but
                  nothing in this Clause or this Lease contained shall disable
                  the Landlord from maintaining an action against the Tenant in
                  respect of non payment of any such advance payment
                  notwithstanding that the certificate had not been issued at
                  the time of the proceedings subject nevertheless to proof in
                  such proceedings by the Landlord that the advance payment
                  demanded and unpaid is of a fair and reasonable amount having
                  regard to the prospective service rent ultimately payable by
                  the Tenant.

2.       THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

         2.1      To pay Rent

         To pay the rents hereby reserved and made payable on the days and in
         manner aforesaid without any deductions or set off and (unless the
         Landlord agrees otherwise) to pay the rent first reserved (together
         with any VAT on it) by Banker's standing order.

         2.2      To pay Outgoings

                  2.2.1    From time to time and at all times throughout the
                           Term to pay and discharge all existing and future
                           rates taxes duties charges community charges and
                           assessments surcharges impositions and outgoings
                           whatsoever whether parliamentary local or of any
                           other description which now are or may at any time
                           during the Term be assessed imposed or charged upon
                           or payable in respect of the Demised Premises or any
                           part thereof or upon the owner or occupier in respect
                           thereof or payable by either in respect thereof

                                       4
<PAGE>

                           and whether of national or local and whether of a
                           capital or revenue nature and even though of a wholly
                           novel character provided that the Tenant shall not in
                           any event be liable for any payments as shall be
                           occasioned by any development disposition of or
                           dealing with the ownership of any estate or interest
                           expectant in reversion on the determination of the
                           Term or subject to Clause 4.6 hereof upon the rents
                           received by the Landlord

                  2.2.2    To pay all charges for water, gas and electricity
                           (including meter rents) consumed in the Demised
                           Premises during the Term.

                  2.2.3    To keep the Demised Premises in rateable occupation
                           during the last three months of the Term or such
                           longer period as The Secretary of State may specify
                           as "the standard period" for the purpose of Section
                           42 of the Local Government Planning and Land Act 1980

                  2.2.4    Immediately and in any case within seven days of
                           receipt of any proposal by the Valuation Officer or
                           Rating Authority respecting the rating assessment of
                           the Demised Premises to give notice thereof to the
                           Landlord and not to agree to any such proposal
                           without the Landlord's written consent (such consent
                           not to be unreasonably withheld or delayed)

         2.3      To repair and keep clean and tidy

                  2.3.1    Subject to always to the proviso hereinafter
                           appearing well and substantially to repair cleanse
                           maintain and keep in good and substantial repair and
                           condition the Demised Premises and without prejudice
                           to the generality of the foregoing well and
                           substantially to repair and keep in repair and
                           maintain all party walls (jointly with tenants of
                           adjoining premises) and all fencing and boundary
                           walls lighting heating and ventilation and drainage
                           systems plate glazing water gas and other
                           installations fire fighting equipment and all other
                           machinery and Landlord's fixtures and fittings in the
                           Demised Premises and exclusively serving the same and
                           all sewers drains channels watercourses gutters
                           rainwater and soil pipes and cables and supply lines
                           exclusively serving the same (damage by any of the
                           insured risks save where the insurance moneys shall
                           be irrecoverable in consequence of any act or default
                           of the Tenant or its agents licensees servants or
                           invitees or damage to the Tenant's trade fixtures
                           fittings and stock (if any) only excepted)

                  2.3.2    To keep the Demised Premises maintained to a good
                           standard of decorative order and properly clean and,
                           as often as necessary and at least once in every
                           third year as to the exterior of the Demised Premises
                           and once in every fifth year as to the interior of
                           the Demised Premises and also in the last year of the
                           Term (but not twice in any period of 18 months), to

                                       5
<PAGE>

                           redecorate and treat the Demised Premises with
                           appropriate materials in a good and workmanlike
                           manner (and during the last year of the Term in a
                           colour scheme and with materials approved by the
                           Landlord).

                  2.3.3    Without prejudice to the generality of the foregoing
                           to clean all glazing (both inside and outside and
                           including frames) in the Demised Premises as often as
                           shall reasonably be necessary but not less than once
                           in every three months


                  2.3.4    To clean the brickwork cladding and other finishes in
                           a workmanlike manner as often as shall reasonably be
                           considered necessary by the Landlord

                  2.3.5    Immediately preceding the determination of the Term
                           (howsoever determined) to thoroughly clean and scour
                           the external and internal parts of the Demised
                           Premises and leave the same clean and secure in every
                           respect on the last day of the Term

                  2.3.6    To make good all damage caused to the Demised
                           Premises and all other parts of the Science Park (as
                           defined in the First Schedule hereto) by the Tenant
                           its servants agents or licensees or caused in the
                           furtherance of theft and within one month (or within
                           twenty-four hours in case of emergency) after service
                           upon the Tenant by the Landlord of a notice in
                           writing specifying any repairs for which the Tenant
                           is responsible and necessary to be done to commence
                           and thereafter proceed diligently to complete the
                           execution of such repairs and if the Tenant shall
                           fail to do so the Landlord may execute such repairs
                           and the cost thereof shall be a debt due from the
                           Tenant to the Landlord and be forthwith recoverable
                           by action and the Landlord's remedies for recovering
                           rent in arrears shall apply hereto

                  2.3.7    To pay to the Landlord forthwith upon written demand
                           (and the Landlord's remedies for recovering rent in
                           arrears shall apply hereto) the reasonable cost to
                           the Landlord of inspecting repairing maintaining
                           renewing replacing any party walls separating the
                           Demised Premises from any adjoining premises in case
                           of failure by the Tenant to comply with its
                           obligations under Clause 2.3.1. of this Lease

                  2.3.8    To take all steps necessary to prevent the freezing
                           of water pipes in the Demised Premises.

                  PROVIDED ALWAYS that the Tenant shall not be liable hereunder
                  for latent or inherent defects in the Demised Premises.

         2.4      Landlords discretion as to painting and repairs and of making
                  regulations

                                       6
<PAGE>

         To abide by the decision of the Landlord or the Landlord's Managing
         Agents as to whether and the time and manner in which any work ought to
         be done pursuant to the covenants in sub-clause 2.3. of this Clause and
         to comply with their reasonable directions in that behalf and as to the
         mode of bringing telephone communication wires into the Demised
         Premises and to abide by all reasonable regulations from time to time
         in force (written details of which shall have first been given to the
         Tenant) relating to the use of any parts of the Science Park which the
         Tenant is entitled to use but which are not included in the Demised
         Premises the Landlord being entitled to make and from time to time
         amend any such regulations as it shall at its discretion think
         appropriate for the preservation of the quality and character of the
         Science Park and the amenities thereof and the wellbeing of its
         occupants (including but without limiting the generality of the
         foregoing regulations restricting the use of the Science Park but not
         the Demised Premises for such periods as the Landlord shall deem
         reasonably necessary or expedient in the interests of safety expedition
         of repairs or decorations or otherwise)

         2.5      Restriction on effluent and rubbish

                  2.5.1    Not to discharge into the drains of the Landlord any
                           effluent other than storm water or into the sewers of
                           the Landlord any effluent other than sewerage water
                           and soil otherwise than as authorised by licence
                           issued by Anglian Water Plc or Geodesys Limited or
                           other drainage authority for the time being having
                           jurisdiction in relation to the Science Park and
                           strictly in compliance with all conditions
                           regulations and requirements attaching to such
                           licence PROVIDED THAT the Tenant shall at all times
                           indemnify the Landlord in relation to any liability
                           for contamination or other costs, claims or damage
                           whatsoever or howsoever arising from and directly
                           attributable to such discharge and not to wash down
                           vehicles of any type on any part of the Science Park

                  2.5.2    To supply the Landlord within 7 days of a request
                           therefor a copy of any licence obtained by the Tenant
                           pursuant to Sub-Clause 2.5.1. above.

                  2.5.3    Not to form any refuse dump or rubbish or scrap heap
                           on the Demised Premises or in any yard passageway
                           staircase or balcony adjacent thereto but to remove
                           as frequently as reasonably necessary all refuse
                           rubbish and scrap and all used tins cans boxes and
                           other containers which may have accumulated on the
                           Demised Premises and to use the refuse disposal
                           receptacles (if any) provided by the Landlord and to
                           keep the Demised Premises generally free from weeds
                           deposit of materials or refuse and clean and tidy and
                           not to bring or keep or suffer to be brought or kept
                           upon the Demised Premises or on any part of the
                           Science Park anything which is or may become untidy
                           unclean unsightly or in any way detrimental to the
                           amenity of the neighbourhood and within two working
                           days to comply with the requirements of any written
                           notice from the Landlord to restore

                                       7
<PAGE>

                           any amenity injured as aforesaid and in the event of
                           the Tenant failing to comply with such notice the
                           Landlord shall be entitled to enter upon the Demised
                           Premises or elsewhere on the Science Park and carry
                           out any works necessary to comply with such notice
                           and to recover the reasonable cost thereof from the
                           Tenant which shall at the option of the Landlord be
                           recoverable from the Tenant as rent in arrear

         2.6      To permit entry for inspection

                  2.6.1    To permit the Landlord or the Landlord's Managing
                           Agents or such workmen as may be authorised in
                           writing by them respectively at all reasonable times
                           within forty-eight hours of notice in writing from
                           the Landlord to the Tenant (except in case of
                           emergency when no notice shall be required) to enter
                           the Demised Premises and take a plan and examine the
                           state of repair and condition of the same and to keep
                           inventories of the fixtures and things to be
                           surrendered at the expiry of this Lease and within
                           one calendar month or sooner if requisite after
                           notice in writing to the Tenant of all defects and
                           wants of reparation for which the Tenant is liable
                           under the covenants on his part herein contained
                           found on such examination shall have been given or
                           left at the Demised Premises to proceed diligently to
                           repair and make good the same according to such
                           notice and the covenants and conditions and in
                           accordance with the requirements of the Landlord or
                           the Landlord's Managing Agents and in case the Tenant
                           shall make default in so doing within one month of
                           the service of such notice (or within twenty-four
                           hours in case of emergency in the opinion of the
                           Landlord) it shall be lawful for workmen and others
                           to be employed by the Landlord to enter upon the
                           Demised Premises and repair and restore the same and
                           all costs and expenses incurred thereby and Value
                           Added Tax thereon (including Surveyor's and other
                           professional fees) shall on demand be paid by the
                           Tenant to the Landlord and if not so paid shall be
                           recoverable by the Landlord as rent in arrear

                  2.6.2    To permit the Landlord or its Agents or workmen at
                           all reasonable times within forty-eight hours of
                           notice in writing from the Landlord to the Tenant
                           (except in case of emergency when no notice shall be
                           required) to enter upon the Demised Premises for the
                           purpose of executing repairs additions or alterations
                           painting and redecoration to or upon any adjoining or
                           neighbouring premises or for making repairing
                           renewing or connecting or cleansing any services
                           belonging to or leading from the same such persons
                           causing as little inconvenience or interruption to
                           business as possible and making good to the
                           reasonable satisfaction of the Tenant all damage to
                           the Demised Premises thereby occasioned

                  2.6.3    The Tenant shall indemnify the Landlord from and
                           against all liability

                                       8
<PAGE>

                           whatsoever including all actions proceedings costs
                           claims and demands brought or made against the
                           Landlord under or by virtue of the Defective Premises
                           Act 1972 or any Act or Acts for the time being
                           amending or replacing the same or any regulations or
                           orders made thereunder in the event of the Landlord
                           exercising the right to enter the Demised Premises to
                           carry out any description of maintenance or repair
                           thereof under the power contained in sub-clause
                           2.6.1. of this sub-clause

         2.7      Restriction on Alterations

                  2.7.1    Not to make any structural alterations to the Demised
                           Premises or any part thereof nor to erect any new
                           buildings or extensions thereon and without prejudice
                           to the generality of the foregoing not to install any
                           outlets for pipes wires cables or flues through the
                           walls doors or windows of the Demised Premises (save
                           as hereinafter contained) Provided always that the
                           cutting of one or more doors or similar openings in a
                           wall or walls separating the Demised Premises from
                           any adjoining premises occupied by the Tenant shall
                           not for the purposes of this sub-clause be regarded
                           as a structural alteration and shall require the
                           consent of the Landlord under Clause 2.7.2

                  2.7.2    Not without the previous consent in writing of the
                           Landlord such consent not to be unreasonably withheld
                           or delayed (and then only in accordance with plans
                           previously approved in writing by the Landlord such
                           approval not to be unreasonably withheld or delayed
                           and subject to conditions reasonably imposed by and
                           under the supervision and to the reasonable
                           satisfaction of the Landlord or its Surveyors or
                           Architects) to make any non-structural alterations or
                           additions to the Demised Premises (excepting the
                           installation of or alterations to internal
                           demountable partitioning for which no consent will be
                           necessary) and if required by the Landlord to
                           reinstate all such approved alterations and
                           modifications (including demountable partitioning) at
                           the end of the Term (or (if earlier) in the case of
                           works to create an opening in walls separating the
                           Demised Premises from adjoining premises occupied by
                           the Tenant the date on which the adjoining premises
                           cease to be occupied by the Tenant) to the reasonable
                           satisfaction of the Landlord or its Surveyor.

                  2.7.3    At the expiry of the Term (howsoever determined) (or
                           (if earlier) in due case of works to create an
                           opening in walls separating the Demised Premises from
                           adjoining premises occupied by the Tenant the date on
                           which the adjoining premises cease to be occupied by
                           the Tenant) if and to the extent required by the
                           Landlord to remove all alterations or additions made
                           to the Demised Premises or any part by the Tenant or
                           its predecessors in title prior to the date of this
                           lease pursuant to any previous

                                       9
<PAGE>

                           tenancy of the Demised Premises under which the
                           Tenant or any predecessor in title of the Tenant was
                           permitted to carry out alterations to the Demised
                           Premises subject to a liability to reinstate and
                           where the Tenant or the predecessor in title did not
                           reinstate the alterations on the determination of
                           that tenancy and to restore and make good the Demised
                           Premises in a good and workmanlike manner to the
                           condition and design which existed before the
                           alterations were made to the reasonable satisfaction
                           of the Landlord or its surveyor.

         2.8      Not to affix heavy apparatus or exceed loads or overload
                  services

                  2.8.1    Not to affix to the structure or any part of the
                           Demised Premises any heating apparatus ducting pipes
                           or electric power cables or any crane or hoist for
                           the lifting or transport of merchandise or other
                           goods without the written permission of the Landlord
                           first obtained such permission not to be unreasonably
                           withheld or delayed such permission to be hereby
                           deemed and acknowledged in relation to any such
                           apparatus pipes cables crane or hoist affixed to the
                           Demised Premises by the Tenant prior to the date
                           hereof pursuant to any previous lease.

                  2.8.2    Not to suspend or permit or suffer to be suspended
                           any heavy load from the ceilings or main structure of
                           the Demised Premises nor load or use or permit or
                           suffer to be loaded or used the floor or structure of
                           the Demised Premises in any manner which will in any
                           way impose a weight or strain in excess of that which
                           such premises are constructed to bear with due margin
                           for safety or which will in any way strain or
                           interfere with the structural members thereof

                  2.8.3    Not to overload the services to the Demised Premises

                  2.8.4    To pay to the Landlord on demand all reasonable costs
                           reasonably incurred by the Landlord in obtaining the
                           opinion of a suitably qualified engineer as to
                           whether the Tenant has been in breach of this
                           sub-clause 2.8 and the Landlord's remedies for
                           recovering rent in arrears shall apply hereto

         2.9      Not to avoid insurance

                  2.9.1    Not to do or permit or suffer to be done anything
                           (save that the permitted use from time to time shall
                           not be deemed to be a breach of this covenant)
                           whereby the policy or policies of insurance of the
                           Demised Premises and/or the adjoining or neighbouring
                           premises of the Landlord may become void or voidable
                           and to comply with all reasonable recommendations and
                           requirements of the insurers as to fire precautions
                           relating to the Demised Premises

                                      10
<PAGE>

                  2.9.2    To pay to the Landlord on demand any increased
                           premium which the Landlord may be reasonably required
                           to pay under any insurance policy in respect of the
                           Demised Premises or any other property of the
                           Landlord arising from the user as hereinafter
                           mentioned of the Demised Premises and all such
                           payment shall be added to the rent hereinbefore
                           reserved and shall be recoverable as rent

                  2.9.3    In the event of the Demised Premises or any part
                           thereof being destroyed or damaged by any of the
                           insured risks and the insurance moneys under any
                           insurance against the same effected thereon by the
                           Landlord being wholly or partly irrecoverable by
                           reason solely or in part of any act or default of the
                           Tenant or its agents licensees servants or invitees
                           then and in every such case the Tenant will forthwith
                           (in addition to the said rent) pay to the Landlord
                           the irrecoverable proportion of the cost of
                           completely rebuilding and reinstating the same

                  2.9.4    Not to effect any policy of insurance of its own in
                           respect of risks covered by the insurance effected by
                           the Landlord of the Demised Premises (and in default
                           any insurance money received by or payable to the
                           Tenant shall become the property of the Landlord)

         2.10     Dangerous substances

                  2.10.1   Not to keep or permit or suffer to be kept on the
                           Demised Premises any material liquid or gas of a
                           dangerous combustible corrosive explosive flammable
                           radio-active or offensive nature otherwise than in
                           accordance with the provisions of any relevant Act or
                           Acts of Parliament or regulations made thereunder or
                           issued by the Health and Safety Executive or any
                           other like statutory body for the time being in force
                           and after due notice to the Landlord and the insurers
                           of the Demised Premises and payment of every
                           increased or extra premium which ought properly to be
                           paid and in any event not to store in the Demised
                           Premises materials the keeping of which may
                           contravene any statute order or regulation or bye-law

                  2.10.2   If it shall be necessary for the Landlord or any
                           tenant of any unit adjoining the Demised Premises to
                           carry out any work to such adjoining unit as a result
                           of the storage in the Demised Premises or any of the
                           substances mentioned in sub-clause 2.10.1 hereof then
                           the Tenant shall forthwith on demand pay to the
                           Landlord or such adjoining tenant the cost incurred
                           in carrying out such work as aforesaid

                  2.10.3   Within seven days of a request by the Landlord to
                           supply to the Landlord

                                      11
<PAGE>

                           copies of any applications made by the Tenant to any
                           statutory or other authority or body for consent to
                           keep any of the matters referred to in sub-clause
                           2.10.1 hereof on the Demised Premises together with
                           copies of any licenses issued pursuant to any such
                           applications

         2.11     Dealings with the lease

                  2.11.1   Not to transfer, mortgage, charge, hold on trust for
                           another, underlet or otherwise part with possession
                           of any part (as distinct from the whole) of the
                           Demised Premises or agree to do so.

                  2.11.2   Not to transfer, hold on trust for another, underlet
                           or otherwise part with possession of the whole of the
                           Demised Premises or agree to do so, except that the
                           Tenant may transfer or underlet the whole of the
                           Demised Premises if, before the transfer or
                           underletting is completed, the Tenant complies with
                           the conditions described in clause 2.11.3 or clause
                           2.11.4, as applicable.

                  (Assignment)

                  2.11.3   The conditions (which are specified for the purposes
                           of section 19(1A) of the Landlord and Tenant Act 1927
                           and which operate without prejudice to the Landlord's
                           right to withhold consent on any reasonable ground)
                           applying to a transfer of the whole of the Demised
                           Premises are:

                           (A)   that the Tenant enters into an authorised
                                 guarantee agreement, as defined in section 16
                                 of the Landlord and Tenant (Covenants) Act
                                 1995, with the Landlord in the form of the
                                 draft set out in the Sixth Schedule hereto; and

                           (B)   that any guarantor of the Tenant's obligations
                                 guarantees to the Landlord that the Tenant will
                                 comply with the authorised guarantee agreement
                                 in a form which the Landlord reasonably
                                 requires; and

                           (C)   that, subject as provided in paragraph ((D))
                                 and if the Landlord so reasonably requires, the
                                 proposed assignee procures one, but not both,
                                 of the following:

                                 (1)   covenants with the Landlord by an
                                       additional guarantor or guarantors
                                       approved by the Landlord (who shall act
                                       reasonably in giving its approval), in
                                       terms having a form and content
                                       reasonably required by the Landlord; or

                                 (2)   a deposit with the Landlord of an amount
                                       in cleared funds

                                      12
<PAGE>

                                       equal to half of the then current yearly
                                       rent first reserved by this lease and an
                                       amount equal to VAT on that amount, on
                                       terms which the Landlord reasonably
                                       requires; and

                           (D)   if the proposed transfer is to a Group Company
                                 (which expression shall have the meaning set
                                 out in Section 42 of the Landlord and Tenant
                                 Act 1954); and

                                 (1)   if the Tenant's obligations, or any of
                                       them, are guaranteed by another Group
                                       Company, that such Group Company
                                       covenants with the Landlord terms having
                                       a form and content reasonably required by
                                       the Landlord; or

                                 (2)   if the Tenant's obligations are not
                                       guaranteed by another Group Company and
                                       if the transferee is not, in the
                                       Landlord's reasonable opinion, of equal
                                       financial standing to the Tenant, that
                                       the proposed transferee procures
                                       covenants by a Group Company other than
                                       the Tenant and the transferee and which
                                       is, in the Landlord's reasonable opinion,
                                       of equal financial standing to the
                                       Tenant, in a form which the Landlord
                                       reasonably requires; and

                                 (3)   whether or not paragraph (D)(1) or (2)
                                       applies, if the Tenant's obligations, or
                                       any of them, are secured by a security
                                       deposit, the proposed transferee procures
                                       a deposit with the Landlord of the amount
                                       and on terms described in paragraph
                                       (C)(2); and

                           (E)   that the Landlord's consent, which will not be
                                 unreasonably withheld, is obtained to, and
                                 within two months before, the transfer.

                  (Underletting)

                  2.11.4   Not to underlet the whole of the Demised Premises
                           except:

                           (A)   to a person who has covenanted with the
                                 Landlord:

                                 (1)   to observe the Tenant's obligations in
                                       this Lease (other than the payment of
                                       rents);

                                 (2)   not to transfer the whole of the Demised
                                       Premises without the Landlord's consent
                                       (which shall not be unreasonably withheld
                                       if the conditions which are referred to
                                       in clause

                                      13
<PAGE>

                                       2.11.3 are first satisfied); and

                                 (3)   not to transfer part of the Demised
                                       Premises or to underlet or otherwise part
                                       with possession or share the occupation
                                       of the Demised Premises or any part of
                                       them;

                           (B)   by reserving as a yearly rent, without payment
                                 of a fine or premium, an amount equal to their
                                 then open market rack rental value such rent to
                                 be approved by the Landlord (who shall not
                                 unreasonably withhold it) and to be payable by
                                 equal quarterly instalments in advance on the
                                 usual quarter days and reserving, as additional
                                 rents, amounts equal to and payable at the same
                                 times as the other rents reserved by this
                                 lease;

                           (C)   by a form of underlease (which does not excess
                                 any sum to be payable by reference to a
                                 percentage or proportion of the rent or any
                                 other sum payable under this lease, but which
                                 requires it to be payable and assessed in
                                 accordance with the same principles as are
                                 required by this lease) to be approved by the
                                 Landlord, such approval not to be unreasonably
                                 withheld;

                           (D)   by a form of underlease which requires:

                                 (1)   the principal rent reserved by it to be
                                       reviewed upwards only at each of those
                                       Review Dates which will occur during the
                                       sub- term in accordance with the same
                                       principles which apply to rent reviews
                                       under this lease;

                                 (2)   the underlessee to observe the Tenant's
                                       obligations (other than the obligation to
                                       pay rents under this lease) to the extent
                                       they relate to the Demised Premises and
                                       containing:

                                       (a)    a condition for re-entry by the
                                              underlessor on breach of any
                                              obligation by the underlessee;

                                       (b)    a qualified convenant not to
                                              transfer the whole of the Demised
                                              Premises (subject to prior
                                              compliance with conditions as a
                                              set out in clause 2.11.3) and an
                                              unqualified covenant not to
                                              transfer part of the Demised
                                              Premises or to underlet or
                                              otherwise part with possession or
                                              share the occupation of the
                                              Demised Premises or any part of
                                              them;

                                       (c)    an agreement excluding sections 24
                                              to 28 inclusive

                                      14
<PAGE>

                                              of the Landlord and Tenant Act
                                              1954 in relation to the
                                              underlease, pursuant to an Order
                                              duly made under section 38(4) of
                                              that Act; and

                           (E)    with the Landlord's consent, issued within two
                                  months before completion of the underletting,
                                  which consent (subject to compliance with the
                                  foregoing conditions precedent) shall not be
                                  unreasonably withheld.

                  2.11.5   To enforce the observance by every underlessee of the
                           provisions of the underlease and not expressly or
                           impliedly to waive any breach of them, nor to vary
                           the terms of any underlease.

                  2.11.6   Not to agree any reviewed rent payable under an
                           underlease until the principal rent reserved by this
                           Lease has been reviewed and agreed in accordance with
                           the provisions of the Fourth Schedule hereto.

                  (Sharing occupation)

                  2.11.7   Not to share the occupation of the Demised Premises
                           or any part of them.

         2.12     Notifying Landlord of dealings with the lease

                  2.12.1   Within ten working days after any disposition or
                           devolution of this lease, or of any estate or
                           interest in or derived out of it, to give the
                           Landlord notice of the relevant transaction with a
                           certified copy of the relevant document, and to pay
                           the Landlord a fair and reasonable fee of not less
                           than twenty five pounds for registering each notice.

                  2.12.2   To notify the Landlord of particulars of the
                           determination of every rent review under any
                           underlease of the Demised Premises within fourteen
                           days after the date of determination.

         2.13     To pay costs of notices and consents and orders

                  2.13.1   To pay all proper and reasonable costs charges and
                           expenses (including Solicitors costs and Surveyors
                           fees) incurred by the Landlord in any proceedings
                           under Section 146 and 147 of the Law of Property Act
                           1925 or any statutory provision replacing the same
                           notwithstanding that forfeiture is avoided otherwise
                           than by relief granted by the Court

                  2.13.2   To reimburse to the Landlord on demand all proper and
                           reasonable fees costs charges and expenses incurred
                           or suffered by the Landlord arising out of or in
                           connection with or incidental to any application or
                           request by

                                      15
<PAGE>

                           the Tenant in connection with the Demised Premises or
                           any provisions of this Lease whether or not the same
                           shall be proceeded with by the Tenant or shall be
                           granted subject to conditions or arising out of or in
                           connection with any steps in connection with the
                           preparation and service of a Schedule of
                           Dilapidations during or within ninety days after the
                           expiry of sooner determination of the Term or within
                           ninety days after the Tenant vacates the Demised
                           Premises whichever shall be the later (but in
                           relation only to dilapidations occurring during the
                           Term)

                  2.13.3   To pay all proper and reasonable legal costs and
                           disbursements incurred by the Landlord in the
                           recovery of arrears of rent and any other monies due
                           hereunder from the Tenant to the Landlord and
                           proceedings in connection therewith

         2.14     User

                  2.14.1   Subject to sub-clause 2.16 hereof to use the Demised
                           Premises for such use within Class B1 of the Town and
                           Country Planning (Use Classes) order 1987 as shall be
                           first approved in writing by the Landlord (such
                           consent not to be unreasonably withheld or delayed
                           where the proposed use is compatible with uses on a
                           Science Park and does not conflict with good estate
                           management) and for no other purpose

                  2.14.2   Not to use the car parking spaces on the Science Park
                           allocated to the Tenant pursuant to the provisions of
                           the First Schedule otherwise than for parking private
                           motor cars of the Tenant its employees and visitors

         2.15     Advertisements and signs

                  2.15.1   Not to affix or permit to be affixed or exhibited to
                           or upon any part of the exterior of the Demised
                           Premises or on the interior visible from the exterior
                           any placard poster sign notice or advertisement save
                           those of a type size and in positions approved in
                           writing by the Landlord

                  2.15.2   At the end of the Term (howsoever determined) and if
                           so required by the Landlord to remove such placard
                           poster sign or advertisement from the Demises
                           Premises and to make good to the reasonable
                           satisfaction of the Landlord or its Surveyors any
                           damage caused to the Demised Premises by such removal

                  2.15.3   Always to display and maintain a suitable sign in a
                           location reasonably prescribed by the Landlord
                           showing the name (or trading name) of every permitted
                           occupier of the Demised Premises

                                      16
<PAGE>

         2.16     To comply with statutory provisions

                  2.16.1   At all times during the Term to observe and comply in
                           all respects with the provisions and requirements of
                           any and every enactment (which expression in this
                           covenant includes as well any and every Act of
                           Parliament already or hereafter to be passed as any
                           and every order regulation and bye-law already or
                           hereafter to be made under or in pursuance of any
                           such Act) so far as they relate to or affect the user
                           of the Demised Premises or any additions or
                           improvements thereto or the user thereof for the
                           purpose of any manufacture process trade or business
                           or the employment therein of any person or persons or
                           any fixtures machinery plant or chattels for the time
                           being affixed thereto or being thereupon or used for
                           the purposes thereof and to execute all works and
                           provide and maintain all arrangements which by or
                           under any enactment or by any government department
                           local authority or other public authority or duly
                           authorised officer or court of competent jurisdiction
                           acting under or in pursuance of any enactment are or
                           may be directed or required to be executed provided
                           and maintained at any time during the Term upon or in
                           respect of the user of the Demised Premises or any
                           additions or improvements thereto or in respect of
                           any such user thereof or employment therein of any
                           person or persons for fixtures machinery plant or
                           chattels as aforesaid whether by the Landlord or
                           Tenant thereof and to indemnify the Landlord at all
                           times against all costs charges and expenses of or
                           incidental to the execution of any works or the
                           provisions or maintenance of any arrangements so
                           directed or required as aforesaid and not at any time
                           during the Term to do or omit or suffer to be done or
                           omitted on or about the Demised Premises any act or
                           thing by reason of which the Landlord may under any
                           enactment incur or have imposed upon him or become
                           liable to pay any penalty damages compensation costs
                           charges or expenses and to keep the Landlord
                           effectually indemnified against all such compensation
                           damages penalties costs charges or expenses

                  2.16.2   At all times during the Term to comply in all
                           respects with the provisions and requirements of any
                           Town and Country Planning Act or Acts for the time
                           being in force and any regulations and orders made
                           thereunder and all licences consents permissions (to
                           the extent such permissions shall be implemented) and
                           conditions (if any) granted or imposed thereunder or
                           under any enactment repealed thereby so far as the
                           same respectively relate to or affect the Demised
                           Premises or any part thereof or any operations works
                           act or things already or hereafter to be carried out
                           executed or done or omitted thereon or the use
                           thereof for any purpose and before making any
                           applications to the Local Authority for planning
                           permission or bye-law consent to obtain the consent
                           in writing of the Landlord (which consent shall not
                           be unreasonably withheld or delayed) to such
                           application and to

                                      17
<PAGE>

                           provide the Landlord with copies of the relevant
                           application and accompanying drawings and on the
                           granting of such planning permission or bye-law
                           consent to supply copies thereof to the Landlord

                  2.16.3   Unless the Landlord shall otherwise direct to carry
                           out before the expiration or sooner determination of
                           the Term any works stipulated to be carried out to
                           the Demised Premises by a date subsequent to such
                           expiration or sooner determination as a condition of
                           any planning permission which may have been granted
                           and acted upon by the Tenant during the Term

                  2.16.4   To give notice to the Landlord as soon as reasonably
                           practicable after receipt of the same of any notice
                           order or proposal for a notice or order served on the
                           Tenant under any legislation and if so reasonably
                           required by the Landlord to produce the same and at
                           the request and cost of the Landlord to make or join
                           in making such objections or representations in
                           respect of any proposals as the Landlord may
                           reasonably require

                  2.16.5   At all times during the Term to comply with all
                           requirements from time to time of the appropriate
                           authority in relation to means of escape from the
                           Demised Premises in case of fire and at the expense
                           of the Tenant to keep the Demised Premises
                           sufficiently supplied and equipped with fire fighting
                           and extinguishing apparatus and appliances of a type
                           to be approved from time to time by the relevant Fire
                           Authority and suitable in all respects to the type of
                           user of or business manufacture process or trade
                           carried on upon the Demised Premises which shall be
                           open to the inspection of the Landlord and also not
                           to obstruct the access to or means of working such
                           apparatus and appliances by their operations at or
                           connected with the Demised Premises

         2.17     Restriction on nuisance and auctions

                  2.17.1   Not to use the Demised Premises or any part thereof
                           for any immoral purpose or for any noisy noisome
                           dangerous or offensive trade business manufacture
                           operation or occupation provided that the permitted
                           user from time to time shall be deemed not to be in
                           breach of this clause and also not to do or permit to
                           be done thereon anything which may be or grow to the
                           damage nuisance disturbance or annoyance of the
                           Landlord or the occupiers of any adjoining or
                           neighbouring premises or permit any sale by auction
                           to be held upon the Demised Premises or any part
                           thereof or permit the Demised Premises to be used for
                           residential purposes or as sleeping accommodation

                  2.17.2   To pay to the Landlord all proper and reasonable
                           costs charges and

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<PAGE>

                           expenses which may properly and reasonably be
                           incurred by the Landlord in abating a nuisance caused
                           by the Tenant or its servants licensees or customers
                           and executing all such works as may be necessary for
                           abating a nuisance in obedience to a notice served by
                           a local or public authority on the Landlord or the
                           Tenant in respect of the Demised Premises

                  2.17.3   Not at any time to permit any musical instrument
                           gramaphone or similar apparatus to be played or used
                           on the Demised Premises so as to be audible from
                           outside the Demised Premises

                  2.17.4   Sound insulation

                           To comply in all respects with any scheme or
                           requirement which may be imposed by the Local
                           Planning Authority in connection with the sound
                           insulation of all plant and machinery

                  2.17.5   Restriction on noise

                           Without prejudice to the preceding provisions of this
                           Clause 2.17 hereof to ensure that the noise from
                           operations conducted on the Demised Premises shall
                           not exceed

                                40 db (A) between 08.00 hours and 18.00 hours

                                35 db (A) between 18.00 hours and 22.00 hours

                                and

                                30 db (A) between 22.00 hours and 08.00 hours

                           all as measured on the boundary of the Science Park

         2.18     To yield up

                  On the expiration or sooner determination of the Term
                  peaceably to yield up to the Landlord the Demised Premises in
                  a good and tenantable state of repair and condition and
                  decoration in accordance with the covenants by the Tenant
                  herein contained together with all additions and improvements
                  thereto and the keys and all Landlord's fixtures and fittings
                  of every kind now in or upon the Demised Premises or which
                  during the Term may be affixed or fastened to or upon the same
                  all of which shall be at the expiration or sooner
                  determination of the Term left complete with all parts and
                  appurtenances thereof and in proper working order and
                  condition PROVIDED ALWAYS that the foregoing covenants shall
                  not apply to any articles held by the Tenant on hire nor to
                  the Tenant's fixtures and

                                      19
<PAGE>

                  fittings and to make good any damage caused to the Demised
                  Premises by the removal of tenants and trade fixtures and
                  fittings AND PROVIDED FURTHER that if so required by the
                  Landlord the Tenant will remove from the Demised Premises such
                  of the Tenant's fixtures and fittings as are then installed in
                  the Demised Premises as the Landlord shall specify to be
                  removed making good all damage caused thereby to the
                  Landlord's satisfaction and reinstating the Demised Premises
                  to their original condition PROVIDED FURTHER that the Tenant
                  may from time to time (but only with the previous consent of
                  the Landlord) substitute for any of the Landlord's fixtures
                  and fittings other fixtures and fittings of at least as good a
                  kind and quality as the Landlord's fixtures and fittings and
                  not less suitable in character

         2.19     Indemnity of the Landlord

                  To indemnify and keep indemnified the Landlord from and
                  against liability for all loss damage actions proceedings
                  claims demands costs damages and expenses of whatever nature
                  in respect of any injury to or the death of any person or
                  damage to any property movable or immovable or in respect of
                  the infringement disturbance or destruction of any right
                  easement or privilege or otherwise by reason of or arising in
                  any way directly or indirectly out of:

                  2.19.1   the state of repair or condition of the Demised
                           Premises insofar as the Tenant is liable for such
                           state or condition under the covenants herein
                           contained

                  2.19.2   the act omission or default of the Tenant its agents
                           employees customers invitees or visitors whilst on or
                           about the Science Park or the Demised Premises

                  2.19.3   the construction or existence of any extensions of or
                           alterations to the Demised Premises carried out by or
                           on behalf of the Tenant

                  2.19.4   the user of the Demised Premises and other areas of
                           the Science Park by the Tenant or its agents
                           employees invitees or visitors

                  2.19.5   anything now or hereafter attached to or on the
                           Demised Premises or the Science Park by or on behalf
                           of the Tenant

         2.20     Not to obstruct

                  2.20.1   Not to expose or place or permit or suffer to be
                           exposed or placed any goods articles or things
                           whatsoever outside the Demised Premises or upon any
                           part of the Science Park and to keep the same free
                           from obstruction of any kind

                                      20
<PAGE>

                  2.20.2   Not to stop up darken or obstruct any windows or
                           lights or ventilators belonging to the Landlord or to
                           other tenants of the Landlord or to tenants of other
                           units on the Science Park or other property adjoining
                           the Demised Premises and not to stop up cover or
                           obstruct access to any services on the Science Park
                           or to any fire escapes and not to give to any third
                           party any acknowledgement that the Tenant enjoys the
                           access of light or air to any windows or openings in
                           the Demised Premises by the consent of such third
                           party or to pay any sum of money to or enter into
                           agreement with such third party for the purpose of
                           inducing or binding him to abstain from obstructing
                           the access of light or air to any such windows or
                           lights or ventilators and in the event that any such
                           third party doing or threatening to do anything which
                           obstructs or would obstruct such access of light or
                           air forthwith in writing to notify the same to the
                           Landlord

                  2.20.3   Prevention of acquisition of easements

                           Without prejudice to sub-clause 2.20.2 above not to
                           permit or suffer any owner of adjoining or
                           neighbouring property to acquire any rights of way
                           light or air or other easements over the Demised
                           Premises but as soon as the Tenant becomes aware
                           thereof to inform the Landlord or the Landlord's
                           Managing Agents in writing of any act or thing which
                           may result in the acquisition of any right or
                           privilege over the Demised Premises (for the purpose
                           of enabling the Landlord if its thinks fit to do
                           anything necessary for preventing the acquisition of
                           any such right or privilege and to permit the
                           Landlord and the Landlord's Managing Agents to enter
                           and examine the Demised Premises accordingly) and at
                           the sole cost of the Landlord to join with the
                           Landlord in taking such steps or action as may be
                           reasonably required by the Landlord to prevent any
                           such right or privilege from being acquired

         2.21     To notify Landlord of defects and damages

                  2.21.1   To notify the Landlord without delay upon becoming
                           aware of any "relevant defects" of which it is aware
                           in the state of the Demised Premises within the
                           meaning of Section 4 of the Defective Premises Act
                           1972 or any statutory modification or re-enactment
                           thereof and (without prejudice to the foregoing) to
                           give notice thereof as soon as reasonably practicable
                           to the Landlord of any notice or claim affecting the
                           Demised Premises

                  2.21.2   In the event of the Demised Premises being destroyed
                           or damaged to give notice thereof immediately to the
                           Landlord or the Landlord's Managing Agents stating
                           the cause of such destruction or damage if the Tenant
                           can in fact determine the cause

                                      21
<PAGE>

         2.22     For sale or to let boards

                  To permit the Landlord and its surveyors workmen and agents at
                  any time during the Term for the purpose of selling or
                  disposing of the Landlord's reversionary interest or at any
                  time within six calendar months next before the expiration or
                  sooner determination of the Term for the purpose of re-letting
                  the Demised Premises to enter upon the Demised Premises and to
                  affix and retain upon any suitable part thereof (but not so as
                  to block any door or window) a notice board for selling or
                  letting the same (with or without any other premises) as the
                  case may be and the Tenant will not remove or obscure the same
                  and will at all times throughout the Term permit all
                  prospective purchasers or tenants by order in writing of the
                  Landlord or its agents to enter and view the Demised Premises
                  or any part thereof at reasonable hours in the daytime by
                  prior appointment without interruption

         2.23     Covenants

                  To comply with those covenants and other matters affecting the
                  Demised Premises and not to interfere with those rights
                  easements or other matters (if any) affecting the Demised
                  Premises as (in each case) are contained or referred to in the
                  documents referred to in the Fifth Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

         3.1      Quiet enjoyment

                  That the Tenant paying the rents hereby reserved and observing
                  and performing the several covenants and stipulations on its
                  part herein contained shall peaceably hold and enjoy the
                  Demised Premises during the Term without any interference of
                  the Landlord or any person rightfully claiming under or in
                  trust for him or by title paramount

         3.2      To insure

                  3.2.1    Subject to such limitations exclusions and excesses
                           as are required by the insurers normal terms of
                           insurance to keep insured at all times throughout the
                           Term the Demised Premises (with the Tenant's interest
                           being noted upon the policy of insurance if the
                           insurers so permit) against loss or damage by fire
                           explosion lightning storm and tempest riot civil
                           commotion and aircraft and articles dropped therefrom
                           and (where appropriate) flooding impact by vehicle
                           escape of water from burst pipes or other water
                           apparatus (and in time of war against war risks under
                           any statutory

                                      22
<PAGE>

                           insurance scheme which may be applicable to the
                           Demised Premises) the cost of shoring up demolition
                           and site clearance and against such other risks as
                           the Landlord may from time to time reasonably require
                           together with surveyors and architect's fees and
                           three years loss of rent (to include not only the
                           rent currently payable but having reasonable regard
                           to potential increases in rent pursuant to the Fourth
                           Schedule and with any addition to the amount insured
                           as the Landlord may reasonably decide in respect of
                           VAT) in some insurance office of repute to a value
                           equal to the full cost of reinstatement thereof but
                           not necessarily facsimile reinstatement in accordance
                           with local and statutory requirements then current
                           and against loss of or damage to property or personal
                           injury arising by reason of the condition of the
                           Demised Premises or any part thereof or any building
                           erected thereon or anything done therein and to make
                           all payments necessary for that purpose when the same
                           shall respectively become payable and unless the
                           policy of insurance shall be vitiated by act or
                           default of the Tenant or its agents licensees
                           servants or invitees to cause all monies received by
                           virtue of any such insurance (save any monies
                           received in respect of loss of rent) to be forthwith
                           laid out in rebuilding and reinstating the Demised
                           Premises in the event of the Demised Premises being
                           damaged or destroyed as aforesaid unless the Landlord
                           is unable having used its best endeavours (which the
                           Landlord agrees to do) to obtain permission for such
                           rebuilding or reinstatement of the Demised Premises
                           whereupon this demise shall forthwith be at an end
                           without prejudice to any right of action of the
                           Landlord or the Tenant in respect of any antecedent
                           breach of covenant Provided that the Tenant shall
                           have no claim in respect of the said insurance monies

                  3.2.2    Whenever reasonably so required by the Tenant to
                           supply to the Tenant sufficient details of such
                           policy or policies of insurance to enable the Tenant
                           to comply with the terms and conditions thereof
                           together with evidence of payment of the premium

         3.3      To use all reasonable endeavours to do such of the things and
                  to provide such of the services specified in the Third
                  Schedule hereto as the Landlord or Landlord's Managing Agents
                  from time to time shall deem appropriate and to use its like
                  endeavours to enforce the covenant to contribute to the
                  expenses referred to in the Third Schedule which are contained
                  in leases of other premises on the Science Park (as defined in
                  the First Schedule hereto)

         3.4      Unless the Landlord reasonably considers it not to be in the
                  interest of other tenants on the Science Park (as defined as
                  aforesaid) to use reasonable endeavours at the Tenant's
                  request to enforce the covenants contained in leases of other
                  premises on the Science Park (as so defined) the Tenant
                  indemnifying the Landlord against its expenses properly
                  incurred in so far as they are not

                                      23
<PAGE>

                  recoverable under the provisions of the other leases (or
                  otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS

         4.1      Notwithstanding and without prejudice to any other remedies
                  and powers herein contained or otherwise available to the
                  Landlord if the rents reserved or any part thereof shall be
                  unpaid for twenty-one days after becoming payable whether
                  formally demanded or not or if any covenant on the Tenant's
                  part or condition contained in this Lease shall not be
                  performed or observed or if the Tenant for the time being
                  (being a company) shall enter into liquidation whether
                  compulsory or voluntary (save for the purpose of
                  reconstruction or amalgamation whilst solvent) or pass a
                  resolution for winding up (save as aforesaid) or suffer an
                  administrator or an administrative receiver to be appointed or
                  being an individual or being more than one individual any one
                  of them shall have a receiving order made against him or
                  become bankrupt or if the Tenant (or if there shall be more
                  than one Tenant any of them) shall enter into composition with
                  their or his creditors or suffer any distress or execution to
                  be levied on their or his goods then and in any such case 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 or
                  remedy of the Landlord in respect of any breach non-observance
                  or non-performance of any of the Tenant's covenants or any
                  conditions herein contained

         4.2      Notices

                  Any notice under this Lease shall be in writing and shall be
                  deemed well served if posted to the Registered Office of the
                  recipient or if an individual at his last known address or in
                  the case of the service on the Tenant at the Demised Premises
                  by first class post recorded delivery in which case the date
                  of service shall be the day following the date of posting

         4.3      Waiver

                  No demand for or acceptance of or receipt for rent by the
                  Landlord after knowledge or notice received by the Landlord or
                  his agents of any breach of any of the Tenant's covenants
                  hereunder shall be or operate as a waiver wholly or partially
                  of any such breach but any such breach shall for all purposes
                  of these presents be a continuing breach of covenant so long
                  as such breach shall be subsisting and the Tenant shall not be
                  entitled to set up any such demand or acceptance of or receipt
                  for rent by the Landlord as a defence in any action or
                  proceeding by the Landlord

         4.4      Representations

                                      24
<PAGE>

                  The Tenant hereby admits that the Demised Premises have been
                  inspected by it or on its behalf and the Tenant has entered
                  into this Lease solely on the basis of such inspection and
                  upon the terms hereof and not in reliance of any collateral
                  contract warranty or representation whether written oral or
                  implied made by or on behalf of the Landlord other than any
                  made by the Landlord's Solicitors in reply to any enquiries
                  raised by the Tenant's Solicitors prior to the date hereof

         4.5      Value Added Tax

                  For the avoidance of doubt it is hereby declared that where
                  any party has an obligation to make payment of any amount
                  hereunder including (without prejudice to the generality of
                  the foregoing) the rents hereby reserved and any Value Added
                  Tax (or other like tax excise or custom or other duty) becomes
                  payable in respect of the supply of any goods or services to
                  which such amount relates or by reference to which in whole or
                  in part such amount is ascertained then the obligation shall
                  extend to and include the Value Added Tax (or other like tax
                  as hereinbefore mentioned) or the appropriate proportion
                  thereof

         4.6      Rent abatement

                  If the Demised Premises or any part thereof shall at any time
                  during the Term be destroyed or so damaged by fire or other
                  insured risk as to be unfit for occupation or use then and in
                  any such case unless the insurance of the Demised Premises
                  shall have been forfeited or payment of said policy monies or
                  any part thereof refused by or in consequence of any act or
                  default of the Tenant their licensees or agents the rent
                  hereby reserved (without prejudice to any monies owing to the
                  Landlord at the date of such damage or destruction) or a fair
                  and just proportion thereof according to the nature and extent
                  of the damage sustained shall from the date of such damage or
                  destruction and until the Demised Premises shall have been
                  rebuilt or reinstated and made fit for occupation or until the
                  end of the period for which the Landlord shall have initiated
                  loss of rent insurance (whichever shall first occur) be
                  suspended and cease to be payable

         4.7      Ending of the lease following major damage

                  If at any time the Demised Premises shall be destroyed or
                  damaged and shall not have been reinstated by the Landlord by
                  the date on which the insurance for loss of rent effected by
                  the Landlord expires the Tenant may at any time thereafter by
                  notice in writing to the Landlord determine this Lease and on
                  the tenth working day following the service of such notice
                  this Lease shall determine but without prejudice to any rights
                  or remedies which may then have accrued in respect of any
                  breach of any of the covenants or provisions contained therein
                  provided that the Tenant may not determine this Lease if the
                  Landlord had by the date falling two

                                      25
<PAGE>

                  years and 6 months from the date of destruction or damage
                  commenced and is diligently proceeding with the carrying out
                  of works to replace the damaged or destroyed parts of the
                  Demised Premises

         4.8      Construction (Design and Management) Regulations 1994

                  4.8.1    In this clause:

                           (A)    the expression "Regulations" means the
                                  Construction (Design and Management)
                                  Regulations 1994 and any expressions appearing
                                  in this clause which are defined in the
                                  Regulations have the same meaning; and

                           (B)    the expression "relevant work" means any
                                  construction work which is undertaken by the
                                  Tenant or by a person claiming under it
                                  pursuant to an obligation or a right (whether
                                  or not requiring the Landlord's consent) under
                                  this lease and for the purposes of the
                                  Regulations the Tenant irrevocably
                                  acknowledges that it, and not the Landlord,
                                  arranges the design, carrying out and
                                  construction of relevant work

                  4.8.2    The Tenant irrevocably acknowledges that it will be
                           the only client in respect of any relevant work.

                  4.8.3    Before any relevant work is commenced the Tenant
                           shall make a declaration in accordance with
                           Regulation 4(4) and shall forthwith serve it on the
                           Executive and a copy of it on the Landlord.

                  4.8.4    The Tenant shall comply with its obligations as
                           client in respect of any relevant work.

                  4.8.5    The Tenant shall promptly provide the Landlord with a
                           complete copy of the health and safety file for all
                           relevant work and (no later than the expiry of the
                           Term) the original health and safety file.

                  4.8.6    The provisions of this clause 4.9 shall apply
                           notwithstanding that any consent issued by the
                           Landlord in respect of any relevant work does not
                           refer to the said provisions or to the Regulations.

         4.9      Restrictions on acquisition of easements

                  The Tenant shall not by virtue of this demise be deemed to
                  have acquired or be entitled to nor shall it during the Term
                  acquire or become entitled by any means whatever in respect of
                  the Demised Premises to any right of light or air nor any

                                      26
<PAGE>

                  other easement from or over or affecting any other land or
                  premises now or at any time hereafter belonging to the
                  Landlord and not comprised in this demise save such as is
                  necessary for the carrying on of the Tenant's business in the
                  Demised Premises

         4.10     Warranty

                  Nothing herein contained or implied shall be taken to be a
                  covenant warranty or representation by the Landlord that the
                  Demised Premises can lawfully be used for any particular
                  purpose or that the Demised Premises are fit for any purpose
                  for which the Tenant may use them

         4.11     Remedies for dilapidations in the state

                  If at the expiration or sooner determination of the Term the
                  Demised Premises are not in the state of repair and condition
                  in which they should be having regard to the Tenant's
                  covenants herein contained the Tenant shall (if so required by
                  the Landlord) pay to the Landlord on demand by way of
                  liquidated damages:

                  4.11.1   such sum as shall be agreed between the parties and
                           in default of agreement as shall be certified by an
                           independent chartered surveyor to be appointed by the
                           Landlord to represent in his opinion:

                           (A)    the cost of putting the Demised Premises into
                                  the state of repair and condition in which
                                  they should be as aforesaid and

                           (B)    the rent that would have been payable under
                                  this Lease if the Term had been extended for
                                  such period as is reasonably necessary to put
                                  the Demised Premises into the state of repair
                                  and condition in which they should be as
                                  aforesaid and

                  4.11.2   the reasonable fees of the Landlord or its agent for
                           the preparation and service of a Schedule of
                           Dilapidations and of the said independent chartered
                           surveyor for the preparation and issue of the said
                           certificate

         4.12     Removal of Tenant's property

                  If at such time as the Tenant has vacated the Demised Premises
                  after the determination of the Term either by effluxion of
                  time or otherwise any property of the Tenant shall remain in
                  or on the Demised Premises and the Tenant shall fail to remove
                  the same within twenty-eight days after being requested by the
                  Landlord so to do by a notice in that behalf then and in such
                  case the Landlord may as the agent of the Tenant (and the
                  Landlord is hereby appointed by the Tenant to act in that
                  behalf) sell such property and shall then hold the proceeds of
                  sale after

                                      27
<PAGE>

                  deducting the reasonable costs and expenses of removal storage
                  and sale reasonably and properly incurred by it to the order
                  of the Tenant PROVIDED THAT the Tenant will indemnify the
                  Landlord against any liability incurred by it to any third
                  party whose property shall have been sold by the Landlord in
                  the bona fide mistaken belief (which shall be presumed unless
                  the contrary be proved) that such property belonged to the
                  Tenant and was liable to be dealt with as such pursuant to
                  this sub-clause

         4.13     Party Walls

                  All walls separating the Demised Premises from any adjoining
                  premises shall be party walls and shall be used and repaired
                  and maintained as such and all ceiling joists beams slabs
                  floors and walls separating the Demised Premises from any
                  adjoining premises shall be party structures and shall be used
                  and repaired and maintained as such

         4.14     No liability for injury etc

                  The Landlord shall not be responsible to the Tenant or its
                  servants or visitors for any injury death damage destruction
                  caused by natural or consequential loss whether to person
                  property or goods due directly or indirectly to any act
                  neglect or default of any other tenant or permitted occupier
                  for the time being of the Science Park or to the condition of
                  the Demised Premises or any of its appurtenances

         4.15     Powers of Landlord's Managing Agents

                  The obligations of the Tenant under this Lease shall be
                  enforceable in case of default as well by the Landlord's
                  Managing Agents in their own name as by the Landlord

         4.16     No compensation

                  In the Lease hereby granted is within Part II of the Landlord
                  and Tenant Act 1954 then subject to the provisions of
                  sub-clause (2) of Section 38 of that Act the Tenant shall not
                  be entitled on quitting the Demised Premises to any
                  compensation under Section 37 of the same Act or under any
                  corresponding provision in any Act or under any corresponding
                  provision in any Act amending or replacing the same

         4.17     Tenant's right to break

                  4.17.1   The Tenant may (subject to the provisions of this
                           clause) determine this lease as at 24/th/ December
                           2009 (the "Break Date").

                                      28
<PAGE>

                  4.17.2   The Tenant shall give the Landlord written notice of
                           its intention to determine at least thirteen months
                           before the Break Date.

                  4.17.3   If the Tenant duly serves a notice under this clause
                           it shall procure that vacant possession of the
                           Demised Premises will be available on the Break Date
                           free of occupation by and of any estate or interest
                           vested in the Tenant or any third party and this
                           lease shall not determine as a result of any notice
                           served by the Tenant if it is in material breach of
                           any of its covenants contained in this lease
                           (including those contained in this clause) at the
                           Break Date except to the extent if at all the
                           Landlord in its absolute discretion waives compliance
                           with any of them.

                  4.17.4   If a notice is duly served and the requirements of
                           paragraph 4.17.3 of this clause are first satisfied
                           this lease shall determine on the Break Date without
                           prejudice to:

                           (A)   any rights or remedies which may have accrued
                                 to either party in respect of any breach of any
                                 of the covenants or obligations contained in it
                                 including obligations under this clause which
                                 shall continue to bind the parties; and

                           (B)   the continuing obligation of the parties to
                                 account to one another on demand for any
                                 payment or allowance apportioned up to the date
                                 of determination as soon as reasonably possible
                                 thereafter.

                  4.17.5   Time is of the essence of all dates and periods
                           referred to in this clause.

         4.18     Freedom to deal with Science Park

                  The Landlord may at any time or times hereafter convey demise
                  or otherwise deal with all or any of the Science Park (as
                  defined in the First Schedule hereto) free from all or any of
                  the covenants or conditions herein contained or subject to any
                  other covenants conditions or otherwise as the Landlord thinks
                  fit

         4.19     Overriding lease

                  If, during the Term, the Landlord grants a tenancy of the
                  reversion immediately expectant on the determination of this
                  lease, whether pursuant to section 19 Landlord and Tenant
                  (Covenants) Act 1995 or otherwise, any obligation of the
                  Tenant to obtain the consent of the Landlord under this lease
                  to any dealing shall be deemed to include a further obligation
                  also to obtain the consent of the lessor under such tenancy to
                  such a dealing.

         4.20     Application of Landlord and Tenant (Covenants) Act 1995

                                      29
<PAGE>

                  This lease is a new tenancy for the purposes of the Landlord
                  and Tenant (Covenants) Act 1995.

         4.21     Stamp duty certificate

                  It is hereby certified that there is no agreement for lease to
                  which this lease gives effect.

5.       INTERPRETATION

         In this lease:

         5.1      The singular includes the plural and vice versa and one gender
                  includes both other genders.

         5.2      Where a party comprises more than one person, obligations of
                  that party take effect as joint and several obligations.

         5.3      An obligation by the Tenant not to do (or omit) any act or
                  thing also operates as an obligation not to permit or suffer
                  it to be done (or omitted) and to prevent (or as the case may
                  be) to require it being done.

         5.4      References to:

                       (A)    any clause or schedule are reference to the
                              relevant clause or schedule of this lease and any
                              reference to a sub-clause or paragraph is a
                              reference to that sub-clause or paragraph of the
                              clause or schedule in which the reference appears
                              and headings shall not affect the construction of
                              this lease;

                       (B)    any right of (or obligation to permit) the
                              Landlord to enter the Demised Premises shall also
                              be construed as entitling the Landlord to remain
                              on the Demised Premises, with or without
                              equipment, and permitting such right to be
                              exercised by all persons authorised by the
                              Landlord;

                       (C)    any consent or approval of the Landlord, or words
                              to similar effect mean a consent in writing signed
                              by or on behalf of the Landlord and given before
                              the act requiring consent or approval;

                       (D)    the Demised Premises (except in clause 2.11)
                              extend, where the context permits, to any part of
                              the Premises;

                                      30
<PAGE>

                     (E)    a specific Enactment include every statutory
                            modification, consolidation and re-enactment and
                            statutory extension of it for the time being in
                            force, except in relating to the Town and Country
                            Planning (Use Classes) Order 1987, which shall be
                            interpreted exclusively by reference to the original
                            provisions of Statutory Instrument 1987 No 764
                            whether or not it may have been revoked or modified;

                     (F)    the last year of the Term includes the final year of
                            the Term if this lease determines otherwise than by
                            passing of time and references to the expiry of the
                            Term include that type of determination;

                     (G)    rents or other sums being due from the Tenant to the
                            Landlord mean that they are exclusive of any VAT.

         IN WITNESS whereof the parties have executed this instrument as their
         Deed the day and year first before written in the presence of the
         persons mentioned below

                                      31
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)


ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B3 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park") which expression shall mean the
whole of the Science Park or such part or parts thereof a shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(ii)     upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighboring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(iii)    the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and connecting
         with the main water drainage electricity and sewage systems servicing
         the Science Park PROVIDED ALWAYS that no liability shall fall upon the
         Landlord for any damage to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident flood tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of

                                      32
<PAGE>

         workmen whether in the employment of the Landlord or not or any other
         circumstances or occurrence beyond the Landlord's control

(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the ten car parking spaces coloured blue on
         Plan A

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of its right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of

                                      33
<PAGE>

         the Science Park as is now enjoyed or as will be hereafter enjoyed from
         the Demised Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

(v)      the right for the Landlord and its tenants of other parties of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      34
<PAGE>

                                                                         Unit B3
                                                                          Plan A









                                     [MAP]

                                      35
<PAGE>

                                                                          Plan B






                                     [MAP]

                                      36
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

Ground Floor
------------

1.   2 No. Ideal Elan gas boilers with time clock serving 9 No. hot water
     radiators with thermostatic valves within the demised premises.

2.   Suspended ceiling tile system incorporating 36 No Fluorescent light
     fittings.

3.   Three compartment perimeter trunking incorporating 16 No double 13 amp
     sockets.

4.   High quality combined cooker hob unit, sink unit and refrigerator with base
     kitchen unit and wall unit above.

5.   Santon Electric water heater to kitchen.

First Floor
-----------

Radiators
---------

11 x single

1 x double

12 x thermostatic control valves

Electrical Trunking
-------------------

Around all walls at skirting level

17 x sockets (double) and 1 single socket

Lighting
--------

17 x 600 x 1200mm and 1 x 600 x 600mm fluorescent light fittings

1 x light (switch with3/4switches)

1 x fire bell (with break glass activator)

1 x Welmondwyke Supercord carpet (dusty pink)

                                      37
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)


The Maintenance Charge shall include the following:

1.   The cost of inspecting repairing maintenance renewing replacing cleansing
     and keeping clean and tidy

1.1  any drains sewers or other services serving the Demised Premises or any
     other buildings on the Science Park but excluding those within the Demised
     Premises and exclusively serving the same

1.2  the fences walls gates and other boundary structures

1.3  the car park spaces

2.   The cost of inspecting and maintaining the landscaped areas and hedges on
     the Science Park

3.   Without prejudice to paragraphs (1) and (2) of this Schedule the cost of
     insurance repair maintenance rebuilding renewing making lighting cleansing
     and decoration of any parts of the Science Park which in the Landlord's or
     the Landlord's Managing Agents' opinion benefit more than one tenant but
     are not the specific responsibility of any one tenant

4.   The payment by the Landlord of any rates water rates or other outgoings
     which in the Landlord's or the Landlord's Managing Agents' reasonable
     opinion benefit the Science Park or any part thereof and which do not fall
     to be paid by any other tenant on the Science Park or by the Landlord in
     respect of any unoccupied premises available for letting on the Science
     Park

5.   The employment of any staff (being reasonable in number) to perform duties
     on the Science Park including periodical payments in respect of National
     Health and Insurance Payments or similar or ancillary payments required by
     statute to be made by the Landlord in respect of any such staff and any
     reasonable benefits paid by the Landlord to any such staff as a condition
     of employment

6.   The carrying out of all works on the Science Park which are not the
     specific responsibility of any one tenant and which shall be reasonably
     necessary to comply with the doing of anything which the Landlord or the
     Landlord's Managing Agents consider necessary or prudent to comply with or
     to contest the incidence of any requirements under the Factory Act 1961 the
     Offices Shops and Railway Premises Act 1963 the Fire Precautions Act 1971
     the Town and Country Planning Acts 1971 to 1990 and the Health and Safety
     at

                                      38
<PAGE>

     Work Act 1974 and in any other legislation or order or instrument deriving
     validity from any of them and any Act or Acts for the time being in force
     amending or replacing the same and any future legislation or order or
     instrument as aforesaid of the like nature or effect

7.   The provision repair maintenance and updating of sign boards for the
     Science Park (excluding "to let" or "for sale" signs)

8.   The payment of management and other professional fees and expenses
     reasonably incurred by the Landlord from time to time by virtue of or in
     relation to any matter provided for in this Lease and the employment of any
     accountant solicitor surveyor or other professional person for any purpose
     connected with the management of the Science Park and the cost of a
     professional valuation (not more than once in any period of twelve months)
     of the Science Park for insurance purposes

9.   The enforcement of any regulations relating to the use of the Science Park
     or any part thereof and the preparation and enforcement of any other
     regulations which may be made by the Landlord or the Landlord's Managing
     Agents to amend replace or extend the same

10.  The provision repair maintenance and replacement of such vehicles equipment
     plant tools and materials as the Landlord or the Landlord's Managing Agents
     may reasonably consider necessary for the provision of services or the
     repair improvement and maintenance of the Science Park

11.  The provision maintenance and renewal of such other services facilities or
     amenities or the carrying out of such works to the Science Park and its
     appurtenances and the effecting of such insurances in respect of third
     party and property owners' risks and otherwise as the Landlord or the
     Landlord's Managing Agents shall from time to time reasonably consider
     necessary or desirable for the use enjoyment or benefit of the Tenant
     jointly with other tenants on the Science Park

12.  (To the extent actually utilised by the Tenant) the cost of provision of
     any refuse service and of providing and renewing any rubbish bins and the
     periodical refuse collection charged to or undertaken by the Landlord

13.  The current rental value (if the premises hereinafter mentioned were
     available for letting) from time to time (as certified by the Landlord's
     surveyor or valuer by reference to other rentals payable for units on the
     Science Park whose certificates shall be final and binding upon the parties
     hereto) of premises on the Science Park provided for use by the Landlord
     for the general management by the Landlord of the Science Park and of
     premises for reception facilities or for any other facility made available
     by the Landlord for the mutual use and benefit of the Tenant and other
     tenants on the Science Park together with the cost of heating and lighting
     all such premises whether or not the Tenant shall make use of such
     facilities

                                      39
<PAGE>

14.  The cost of borrowing any monies required to pay the cost of carrying out
     the Landlord's obligations under this Lease

15.  The sum or sums which the Landlord shall from time to time pay by way of
     premium (including any increased premium payable by reason of any act or
     omission of the Tenant) for keeping the Demised Premises insured in
     accordance with the Landlord's obligation in that behalf contained in
     Clause 3.2 hereof

                                      40
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)


1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the relevant Review Date;

1.2      "Review Date" means each of:

         1.2.1    25/th/ December in the years 2001, 2004 and 2007; and (if
                  applicable)

         1.2.2    any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1    the Permitted Use and the Demised Premises comply with
                  Planning Law and every other Enactment and that the lessee may
                  lawfully implement and carry on the Permitted Use;

         1.3.2    the Demised Premises have been fitted out and are fit for
                  immediate occupation and operation of the Permitted Use;

         1.3.3    no work has been carried out to the Demised Premises which has
                  diminished their rental value;

         1.3.4    in case the Demised Premises or the Science Park or any part
                  of it has been destroyed or damaged they have been fully
                  restored,

         but disregarding any effect on rent of:

                                      41
<PAGE>

         (i)      the fact that the Tenant or any underlessee or other occupier
                  or their respective predecessors in title has been or is in
                  occupation of the Demised Premises;

         (ii)     any goodwill attached to the Demised Premises by the carrying
                  on in them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other occupier; and

         (iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
                  carried out to the Demised Premises during the Term by the
                  Tenant or any permitted underlessee, in either case at its own
                  expense in pursuance of a licence granted by the Landlord and
                  otherwise than in pursuance of any obligation to the Landlord
                  and any other works carried out at the Demised Premises by the
                  Tenant under any previous tenancy whether or not so licensed
                  by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent chartered
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in the letting and
         valuation of premises of a similar character and quality to those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:

         (a)      for the period commencing on 25th December 1998 and expiring
                  on 24th December 1999 the sum of Forty Five Thousand Nine
                  Hundred and Fifty Six Pounds ((pound)45,956); and

         (b)      for the period commencing on 25th December 1999 until the
                  first Review Date the sum of Fifty Thousand Nine Hundred
                  Pounds ((pound)50,900).

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

                                      42
<PAGE>

4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

         4.2.1    to give written notice to the Landlord and the Tenant inviting
                  each of them to submit to him within such time limits as he
                  shall reasonably stipulate a proposal for the Review Rent
                  supported by any or all of:

                  (A)      a statement of reasons;

                  (B)      a professional rental valuation;

                  (C)      information in respect of any other matters they
                           consider relevant; and (separately and later)

                  (D)      submissions in respect of each other's statement of
                           reasons, valuation and other matters; and

         4.2.2    upon written request from the Landlord or the Tenant to assess
                  the Review Rent with a hearing and not solely upon the written
                  submissions and other matters referred to at paragraph 4.2.1
                  of this schedule 4; and

         4.2.3    to give written notice to the Landlord and the Tenant if he
                  shall appoint a Solicitor or Counsel or expert to advise and
                  assist him on points of law and/or procedure and/or evidence
                  which notice shall include the name of the Solicitor or
                  Counsel or expert and details of their anticipated fees and
                  expenses and the Landlord or the Tenant shall notify the
                  Review Surveyor within a reasonable period if there is any
                  objection to such appointment or the level of such fees or
                  expenses and the Review Surveyor shall give reasonable
                  consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord of the Tenant may apply to the President
         for the appointment of another Review Surveyor.

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

                                      43
<PAGE>

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review Rent, any amount by which the Review Rent for the period
         commencing on the relevant Review Date and ending on the quarter day
         following the date of payment exceeds the Current Rent paid on account
         for the same period, plus interest (but calculated at 2% per annum
         above the Midland Bank Plc base lending rate then in force) for each
         instalment of rent due on and after the relevant Review Date on the
         difference between what would have been paid on that rent day had the
         Review Rent been fixed and the amount paid on account (the interest
         being payable from the date on which the instalment was due up to the
         date of payment of the shortfall).

6.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as at the next following quarter
         day which shall for the purposes of this lease be a Review Date.

7.       As soon as possible after any increase in rent is agreed or determined
         pursuant to this Fourth Schedule, a memorandum recording the increase
         shall be signed on behalf of the Landlord and the Tenant respectively
         and exchanged between them.

                                      44
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants etc.)


All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.


                                SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)


The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations the Assignor shall comply with
         the obligations in respect of which the Assignee shall be in default
         and shall on demand pay to the Landlord an amount equivalent to the
         rents and other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the Landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premises (for a term computed
         from the date of the Relevant Trigger Event to the date on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights of the Landlord against the Assignee
         the Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

                                      45
<PAGE>

1.4      the Assignor shall pay all charges (on a full indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agrees with the Assignor that it will notify the Assignor
         in writing within ten working days of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      46
<PAGE>

                                                     (THE COMMON SEAL of SUN
                                                     LIFE (PENSIONS MANAGEMENT
                                                     LIMITED (was hereunto
                                                     affixed in the presence of:


                                                     Director


                                                     Director/Secretary

                                      47
<PAGE>

                                                                DATED    1999
                                                                -----    ----


                     SUN LIFE PENSIONS MANAGEMENT LIMITED

                                      and

                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED



               _________________________________________________

                                     LEASE
                                      of
                         Unit B4 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

               _________________________________________________



NOTE:    This Lease is a new tenancy for the purposes of the Landlord and Tenant
     (Covenants) Act 1995.

                                      Herbert Smith
                                      Exchange House
                                      Primrose Street
                                      London EC2A 2HS
                                      Tel: 0171-374 8000
                                      Fax: 0171-374 0888
                                      Ref: 2065/2174/30794054
                                      \\HERA\PG1\sjf\sun-life\Melbourn-Science-
                                      Park\documents\LEASE_1999-06-22_unit-b4-
                                      sjf_sun-life_BAKERL4.doc

                                       1
<PAGE>

THIS LEASE is made the _____ day of _____________ __, 1999

BETWEEN: __________________________________________

(1)      SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
         registered office is at 107 Cheapside London EC2V 6DU (hereinafter
         called the "Landlord") and

(2)      CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
         registered office is at The Science Park Melbourn Cambridgeshire SG8
         6JJ (hereinafter called the "Tenant")

WITNESSETH as follows:

1.       The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
         particularly described in the First Schedule hereto together with the
         Landlord's fixtures and fittings therein set out in the Second Schedule
         hereto (all which premises are hereinafter referred to as the "Demised
         Premises") TO HOLD the same unto the Tenant for the term of twelve
         years subject to the provisions for earlier determination in Clause
         4.17 from and including 25/th/ December 1998 (the "Term") PAYING
         THEREFOR:

         FIRSTLY, yearly and proportionately for any part of a year, the rent
         specified in the Fourth Schedule, by equal quarterly payments in
         advance on the usual quarter days in every year, the first such payment
         or a proportionate part of it (being a proportionate part of the rent
         specified in paragraph 2 of the Fourth Schedule from the date hereof to
         the first anniversary of the date from which the Term is calculated,
         after deduction of the quarterly instalments of such yearly rent
         payable on the intervening usual quarter days) to be made on the date
         hereof;

         SECONDLY on demand by way of additional rent (and the Landlord's
         remedies for recovering rent in arrears shall apply hereto) a sum
         representing interest at the rate of four pounds per centum per annum
         above the Midland Bank Plc base lending rate in force at the date the
         rent falls due upon any payment of rent outstanding and unpaid upon the
         date when the payment of rent fell due and upon any other sum or sums
         of money payable under the terms of this Lease by the Tenant to the
         Landlord which shall remain unpaid the interest to be charged from the
         date upon which the payment of rent fell due or the said sum or sums
         was or were (as the case may be) demanded in writing throughout the
         entire period during which the payment of rent or other sum or sums
         remain outstanding or unpaid Provided always that this Clause shall not
         prejudice in any way the Landlord's right of re-entry contained in
         Clause 4.1 hereof

         THIRDLY as additional rent a proportionate part (hereinafter called
         "the service rent") of the Maintenance Charge (which expression in this
         Lease shall mean the aggregate in any one year of the costs expenses
         provisions liabilities and payments properly incurred or


                                       2
<PAGE>

         otherwise provided for by the Landlord in relation to the matters set
         forth in the Third Schedule hereto) being subject to the following
         terms and provisions:

1.1      the amount of the service rent shall be ascertained and certified
         annually by a certificate (hereinafter called "the certificate") signed
         by the Landlord or its Managing Agents (which expression in this Lease
         shall mean the Agents (if any) nominated by the Landlord and for the
         time being thereunder duly authorised by the Landlord and includes
         their sub-agents to whom if requested by the Landlord in writing all
         communications intended for the Landlord shall be addressed) so soon
         after the end of the Landlord's financial year as may be practicable
         and shall related to such year in manner hereinafter mentioned

1.2      the expression "the Landlord's financial year" shall mean the period
         from the First day of April to the Thirty-first day of March or such
         other annual period as the Landlord may in its discretion from time to
         time determine

1.3      a copy of the certificate for each such financial year shall be
         supplied by the Landlord to the Tenant on written request and without
         charge to the Tenant

1.4      the certificate shall contain a fair and accurate summary of the
         Landlord's said expenses and outgoings incurred by the Landlord during
         the Landlord's financial year to which it relates and the certificate
         (or a copy thereof duly certified by the person by whom the same was
         given) shall be conclusive evidence for the purposes hereof of the
         matters which it purports to certify save in case of manifest error or
         mis-statement

1.5      the annual amount of the service rent payable by the Tenant as
         aforesaid shall be:

         (A)      a percentage of the Maintenance Charge which is calculated by
                  comparing the gross internal floor area of the Demised
                  Premises with the total gross internal floor area of all
                  premises (including the Demised Premises) let or available for
                  letting (including any premises the freehold of which has been
                  sold by the Landlord but subject to the payment to the
                  Landlord of a service charge contribution) from time to time
                  on the Science Park (as defined in the First Schedule) and the
                  determination of such percentage by the Landlord or its
                  Managing Agents shall be final

         (B)      together with the whole of the insurance charge set forth in
                  Paragraph 15 of the Third Schedule

1.6      on the usual quarter days in each year during the Term the Tenant shall
         pay to the Landlord such a sum (hereinafter referred to as "advance
         payment") in advance and on account of the service rent for the
         Landlord's financial year then current as the Landlord or its Managing
         Agents shall from time to time specify to be fair and reasonable

1.7      within a reasonable period after the end of each Landlord's financial
         year the Landlord

                                       3
<PAGE>

         shall furnish to the Tenant an account of the service rent payable by
         the Tenant for the year due credit being given therein for the advance
         payments made by the Tenant in respect of the said year and upon the
         furnishing of such account there shall be paid by the Tenant to the
         Landlord the service rent or any balance found payable or there shall
         be allowed or (after the expiry of the Term) repaid by the Landlord to
         the Tenant any amount which may have been overpaid by the Tenant by way
         of advance payment as the case may require PROVIDED ALWAYS that the
         provisions of this sub-clause shall continue to apply notwithstanding
         the expiration or sooner determination of the Term but only in respect
         of the period down to such expiration or sooner determination as
         aforesaid

1.8      it is hereby agreed and declared that the Landlord shall not be
         entitled to re-enter under the provision in that behalf hereinafter
         contained by reason only of the non payment by the Tenant of any
         advance payment as aforesaid prior to the issue of the certificate for
         the preceding financial year but nothing in this Clause or this Lease
         contained shall disable the Landlord from maintaining an action against
         the Tenant in respect of non payment of any such advance payment
         notwithstanding that the certificate had not been issued at the time of
         the proceedings subject nevertheless to proof in such proceedings by
         the Landlord that the advance payment demanded and unpaid is of a fair
         and reasonable amount having regard to the prospective service rent
         ultimately payable by the Tenant

2.       THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

2.1      To pay Rent

         To pay the rents hereby reserved and made payable on the days and in
         manner aforesaid without any deductions or set off and (unless the
         Landlord agrees otherwise) to pay the rent first reserved (together
         with any VAT on it) by Banker's standing order.

2.2      To pay Outgoings

         2.2.1   From time to time and at all times throughout the Term to pay
                 and discharge all existing and future rates taxes duties
                 charges community charges and assessments surcharges
                 impositions and outgoings whatsoever whether parliamentary
                 local or of any other description which now are or may at any
                 time during the Term be assessed imposed or charged upon or
                 payable in respect of the Demised Premises or any part thereof
                 or upon the owner or occupier in respect thereof or payable by
                 either in respect thereof and whether of national or local and
                 whether of a capital or revenue nature and even though of a
                 wholly novel character provided that the Tenant shall not in
                 any event be liable for any payments as shall be occasioned by
                 any development disposition of or dealing with the ownership of
                 any estate or interest expectant in reversion on the
                 determination of the Term or subject to Clause 4.6 hereof upon
                 the rents received by the Landlord

                                       4
<PAGE>

          2.2.2  To pay all charges for water, gas and electricity (including
                 meter rents) consumed in the Demised Premises during the Term.

          2.2.3  To keep the Demised Premises in rateable occupation during the
                 last three months of the Term or such longer period as The
                 Secretary of State may specify as "the standard period") for
                 the purpose of Section 42 of the Local Government Planning and
                 Land Act 1980

          2.2.4  Immediately and in any case within seven days of receipt of any
                 proposal by the Valuation Officer or Rating Authority
                 respecting the rating assessment of the Demised Premises to
                 give notice thereof to the Landlord and not to agree to any
                 such proposal without the Landlord's written consent (such
                 consent not to be unreasonably withheld or delayed)

2.3       To repair and keep clean and tidy

          2.3.1  Subject always to the proviso hereinafter appearing well and
                 substantially to repair cleanse maintain and keep in good and
                 substantial repair and condition the Demised Premises and
                 without prejudice to the generality of the foregoing well and
                 substantially to repair and keep in repair and maintain all
                 party walls (jointly with tenants of adjoining premises) and
                 all fencing and boundary walls lighting heating and ventilation
                 and drainage systems plate glazing water gas and other
                 installations fire fighting equipment and all other machinery
                 and Landlord's fixtures and fittings in the Demised Premises
                 and exclusively serving the same and all sewers drains channels
                 watercourses gutters rainwater and soil pipes and cables and
                 supply lines exclusively serving the same (damage by any of the
                 insured risks save where the insurance moneys shall be
                 irrecoverable in consequence of any act or default of the
                 Tenant or its agents licensees servants or invitees or damage
                 to the Tenant's trade fixtures fittings and stock (if any) only
                 excepted)

          2.3.2  To keep the Demised Premises maintained to a good standard of
                 decorative order and properly clean and, as often as necessary
                 and at least once in every third year as to the exterior of the
                 Demised Premises and once in every fifth year as to the
                 interior of the Demised Premises and also in the last year of
                 the Term (but not twice in any period of 18 months), to
                 redecorate and treat the Demised Premises with appropriate
                 materials in a good and workmanlike manner (and during the last
                 year of the Term in a colour scheme and with materials approved
                 by the Landlord).

          2.3.3  Without prejudice to the generality of the foregoing to clean
                 all glazing (both inside and outside and including frames) in
                 the Demised Premises as often as shall reasonably be necessary
                 but not less than once in every three months

                                       5
<PAGE>

          2.3.4  To clean the brickwork cladding and other finishes in a
                 workmanlike manner as often as shall reasonably be considered
                 necessary by the Landlord

          2.3.5  Immediately preceding the determination of the Term (howsoever
                 determined) to thoroughly clean and scour the external and
                 internal parts of the Demised Premises and leave the same clean
                 and secure in every respect on the last day of the Term

          2.3.6  To make good all damage caused to the Demised Premises and all
                 other parts of the Science Park (as defined in the First
                 Schedule hereto) by the Tenant its servants agents or licensees
                 or caused in the furtherance of theft and within one month (or
                 within twenty-four hours in case of emergency) after service
                 upon the Tenant by the Landlord of a notice in writing
                 specifying any repairs for which the Tenant is responsible and
                 necessary to be done to commence and thereafter proceed
                 diligently to complete the execution of such repairs and if the
                 Tenant shall fail so to do the Landlord may execute such
                 repairs and the cost thereof shall be a debt due from the
                 Tenant to the Landlord and be forthwith recoverable by action
                 and the Landlord's remedies for recovering rent in arrears
                 shall apply hereto

          2.3.7  To pay to the Landlord forthwith upon written demand (and the
                 Landlord's remedies for recovering rent in arrears shall apply
                 hereto) the reasonable cost to the Landlord of inspecting,
                 repairing, maintaining, renewing, replacing any party walls
                 separating the Demised Premises from any adjoining premises in
                 case of failure by the Tenant to comply with its obligations
                 under Clause 2.3.1. of this Lease

          2.3.8  To take all steps necessary to prevent the freezing of water
                 pipes in the Demised Premises


          PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
          latent or inherent defects in the Demised Premises.

2.4       Landlords discretion as to painting and repairs and of making
          regulations

          To abide by the decision of the Landlord or the Landlord's Managing
          Agents as to whether and the time and manner in which any work ought
          to be done pursuant to the covenants in sub-clause 2.3. of this
          Clause and to comply with their reasonable directions in that behalf
          and as to the mode of bringing telephone communication wires into the
          Demised Premises and to abide by all reasonable regulations from time
          to time in force (written details of which shall have first
          been given to the Tenant) relating to the use of any parts of the
          Science Park which the Tenant is entitled to use but which are not
          included in the Demised Premises the Landlord being entitled to make
          and from time to time amend any such regulations as it shall at its
          discretion think appropriate for the preservation of the quality and
          character of the Science Park and the amenities thereof

                                       6
<PAGE>

          and the wellbeing of its occupants (including but without limiting the
          generality of the foregoing regulations restricting the use of the
          Science Park but not the Demised Premises for such periods as the
          Landlord shall deem reasonably necessary or expedient in the interests
          of safety expedition of repairs or decorations or otherwise)

2.5       Restriction on effluent and rubbish

          2.5.1  Not to discharge into the drains of the Landlord any effluent
                 other than storm water or into the sewers of the Landlord any
                 effluent other than sewerage water and soil otherwise than as
                 authorised by licence issued by Anglian Water Plc or Geodesys
                 Limited or other drainage authority for the time being having
                 jurisdiction in relation to the Science Park and strictly in
                 compliance with all conditions regulations and requirements
                 attaching to such licence PROVIDED THAT the Tenant shall at all
                 times indemnify the Landlord in relation to any liability for
                 contamination or other costs, claims or damage whatsoever or
                 howsoever arising from and directly attributable to such
                 discharge and not to wash down vehicles of any type on any part
                 of the Science Park

          2.5.2  To supply to the Landlord within 7 days of a request therefor a
                 copy of any licence obtained by the Tenant pursuant to Sub-
                 Clause 2.5.1. above.

          2.5.3  Not to form any refuse dump or rubbish or scrap heap on the
                 Demised Premises or in any yard passageway staircase or balcony
                 adjacent thereto but to remove as frequently as reasonably
                 necessary all refuse rubbish and scrap and all used tin cans,
                 boxes and other containers which may have accumulated on the
                 Demised Premises and to use the refuse disposal receptacles (if
                 any) provided by Landlord and to keep the Demised Premises
                 generally free from weeds deposits of materials or refuse and
                 clean and tidy and not to bring or keep or suffer to be brought
                 or kept upon the Demised Premises or on any part of the Science
                 Park anything which is or may become untidy unclean unsightly
                 or in any way detrimental to the amenity of the neighbourhood
                 and within two working days to comply with the requirements of
                 any written notice from the Landlord to restore any amenity
                 injured as aforesaid and in the event of the Tenant failing to
                 comply with such notice the Landlord shall be entitled to enter
                 upon the Demised Premises or elsewhere on the Science Park and
                 carry out any works necessary to comply with such notice and to
                 recover the reasonable cost thereof from the Tenant which shall
                 at the option of the Landlord be recoverable from the Tenant as
                 rent in arrear

2.6       To permit entry for inspection

          2.6.1  To permit the Landlord or the Landlord's Managing Agents or
                 such workmen as may be authorised in writing by them
                 respectively at all reasonable times within forty-eight hours
                 of notice in writing from the Landlord to the Tenant (except in
                 case of emergency when no notice shall be required) to enter
                 the Demised

                                       7
<PAGE>

                 Premises and take a plan and examine the state of repair and
                 condition of the same and to keep inventories of the fixtures
                 and things to be surrendered at the expiry of this Lease and
                 within one calendar month or sooner if requisite after notice
                 in writing to the Tenant of all defects and wants of reparation
                 for which the Tenant is liable under the covenants on his part
                 herein contained found on such examination shall have been
                 given or left at the Demised Premises to proceed diligently to
                 repair and make good the same according to such notice and the
                 covenants and conditions and in accordance with the
                 requirements of the Landlord or the Landlord's Managing Agents
                 and in case the Tenant shall make default in so doing within
                 one month of the service of such notice (or within twenty-four
                 hours in case of emergency in the opinion of the Landlord) it
                 shall be lawful for workmen and others to be employed by the
                 Landlord to enter upon the Demised Premises and repair and
                 restore in the same and all costs and expenses incurred thereby
                 and Value Added Tax thereon (including Surveyor's and other
                 professional fees) shall on demand be paid by the Tenant to the
                 Landlord and if not so paid shall be recoverable by the
                 Landlord as rent in arrear

          2.6.2  To permit the Landlord or its Agents or workmen at all
                 reasonable times within forty-eight hours of notice in writing
                 from the Landlord to the Tenant (except in case of emergency
                 when no notice shall be required) to enter upon the Demised
                 Premises for the purpose of executing repairs, additions or
                 alterations, painting and redecoration to or upon any adjoining
                 or neighbouring premises or for making repairs, renewing or
                 connecting or cleansing any services belonging to or leading
                 from the same such persons causing as little inconvenience or
                 interruption to business as possible and making good to the
                 reasonable satisfaction of the Tenant all damage to the Demised
                 Premises thereby occasioned

          2.6.3  The Tenant shall indemnify the Landlord from and against all
                 liability whatsoever including all actions proceedings costs
                 claims and demands brought or made against the Landlord under
                 or by virtue of the Defective Premises Act of 1972 or any Act
                 or Acts for the time being amending or replacing the same or
                 any regulations or orders made thereunder in the event of the
                 Landlord exercising the right to enter the Demised Premises to
                 carry out any description of maintenance or repair thereof
                 under the power contained in sub-clause 2.6.1. of this sub-
                 clause

2.7       Restrictions on Alterations

          2.7.1  Not to make any structural alterations to the Demised Premises
                 or any part thereof nor to erect any new buildings or
                 extensions thereon and without prejudice to the generality of
                 the foregoing not to install any outlets for pipes, wires,
                 cables or flues through the walls, doors or windows of the
                 Demised Premises (save as hereinafter contained) Provided
                 always that the cutting of one or more doors or similar
                 openings in a wall or walls separating the Demised Premises
                 from any adjoining premises occupied by the Tenant shall not
                 for the purposes of this

                                       8
<PAGE>

                 sub-clause be regarded as a structural alteration and shall
                 require the consent of the Landlord under Clause 2.7.2

          2.7.2  Not without the previous consent in writing of the Landlord
                 such consent no to be unreasonably withheld or delayed (and
                 then only in accordance with plans previously approved in
                 writing by the Landlord such approval not to be unreasonably
                 withheld or delayed and subject to conditions reasonably
                 imposed by and under the supervision and to the reasonable
                 satisfaction of the Landlord or its Surveyors or Architects) to
                 make any non-structural alterations or additions to the Demised
                 Premises (excepting the installation of or alterations to
                 internal demountable partitioning for which no consent will be
                 necessary) and if required by the Landlord to reinstate all
                 such approved alterations and modifications (including
                 demountable partitioning) at the end of the Term (or (if
                 earlier) in the case of works to create an opening in walls
                 separating the Demised Premises from adjoining premises
                 occupied by the Tenant the date on which the adjoining premises
                 cease to be occupied by the Tenant) to the reasonable
                 satisfaction of the Landlord or its Surveyor.

          2.7.3  At the expiry of the Term (howsoever determined) (or (if
                 earlier) in the case of works to create an opening in walls
                 separating the Demised Premises from adjoining premises
                 occupied by the Tenant the date on which the adjoining premises
                 cease to be occupied by the Tenant) if and to the extent
                 required by the Landlord to remove all alterations or additions
                 made to the Demised Premises or any part by the Tenant or its
                 predecessors in title prior to the date of this lease pursuant
                 to any previous tenancy of the Demised Premises under which the
                 Tenant or any predecessor in title of the Tenant was permitted
                 to carry out alterations to the Demised Premises subject to a
                 liability to reinstate and where the Tenant or the predecessor
                 in title did not reinstate the alterations on the determination
                 of that tenancy and to restore and make good the Demised
                 Premises in a good and workmanlike manner to the condition and
                 design which existed before the alterations were made to the
                 reasonable satisfaction of the Landlord or its surveyor.

2.8       Not to affix heavy apparatus or exceed loads or overload services

          2.8.1  Not to affix to the structure or any part of the Demised
                 Premises any heating apparatus ducting pipes or electric power
                 cables or any crane or hoist for the lifting or transport of
                 merchandise or other goods without the written permission of
                 the Landlord first obtained such permission not to be
                 unreasonably withheld or delayed such permission to be hereby
                 deemed and acknowledged in relation to any such apparatus pipes
                 cables crane or hoist affixed to the Demised Premises by the
                 Tenant prior to the date hereof pursuant to any previous lease.

          2.8.2  Not to suspend or permit or suffer or be suspended any heavy
                 load from the

                                       9
<PAGE>

                 ceiling or main structure of the Demised Premises nor load or
                 use or permit or suffer to be loaded or used the floor
                 structure of the Demised Premises in any manner which will in
                 any way impose a weight or strain in excess of that which such
                 premises are constructed to bear with due margin for safety or
                 which will in any way strain or interfere with the structural
                 members thereof

          2.8.3  Not to overload the services to the Demised Premises

          2.8.4  To pay to the Landlord on demand all reasonable costs
                 reasonably incurred by the Landlord in obtaining the opinion of
                 a suitably qualified engineer as to whether the Tenant has been
                 in breach of this sub- clause 2.8 and the Landlord's remedies
                 for recovering rent in arrears shall apply hereto

2.9       Not to avoid insurance

          2.9.1  Not to do or permit or suffer to be done anything (save that
                 the permitted use from time to time shall not be deemed to be a
                 breach of this covenant) whereby the policy or policies of
                 insurance of the Demised Premises and/or the adjoining or
                 neighbouring premises of the Landlord may become void or
                 voidable and to comply with all reasonable recommendations and
                 requirements of the insurers as to fire precautions relating to
                 the Demised Premises

          2.9.2  To pay to the Landlord on demand any increased premium which
                 the Landlord may be reasonably required to pay under any
                 insurance policy in respect of the Demised Premises or any
                 other property of the Landlord arising from the user as
                 hereinafter mentioned of the Demised Premises and all such
                 payment shall be added to the rent hereinbefore reserved and
                 shall be recoverable as rent

          2.9.3  In the event of the Demised Premises or any part thereof being
                 destroyed or damaged by any of the insured risks and the
                 insurance moneys under any insurance against the same effected
                 thereon by the Landlord being wholly or partly irrecoverable by
                 reason solely or in part of any act or default of the Tenant or
                 its agents licensees servants or invitees then and in every
                 such case the Tenant will forthwith (in addition to the said
                 rent) pay to the Landlord the irrecoverable proportion of the
                 cost of completely rebuilding and reinstating the same

          2.9.4  Not to effect any policy of insurance of its own in respect of
                 risks covered by the insurance effected by the Landlord of the
                 Demised Premises (and in default any insurance money received
                 by or payable to the Tenant shall become the property of the
                 Landlord)

2.10      Dangerous substances

          2.10.1 Not to keep or permit or suffer to be kept on the Demised
                 Premises any material,

                                      10
<PAGE>

               liquid or gas of a dangerous combustible corrosive explosive
               flammable radio-active or offensive nature otherwise than in
               accordance with the provisions of any relevant Act or Acts of
               Parliament or regulations made thereunder or issued by the Health
               and Safety Executive or any other like statutory body for the
               time being in force and after due notice to the Landlord and the
               insurers of the Demised Premises and payment of every increased
               or extra premium which ought properly to be paid and in any event
               not to store in the Demised Premises materials the keeping of
               which may contravene any statute, order or regulation or bye-law

     2.10.2    If it shall be necessary for the Landlord or any tenant of any
               unit adjoining the Demised Premises to carry out any work to such
               adjoining unit as a result of the storage in the Demised Premises
               or any of the substances mentioned in sub-clause 2.10.1 hereof
               then the Tenant shall forthwith on demand pay to the Landlord or
               such adjoining tenant the cost incurred in carrying out such work
               as aforesaid

     2.10.3    Within seven days of a request by the Landlord to supply to the
               Landlord copies of any applications made by the Tenant to any
               statutory or other authority or body for consent to keep any of
               the matters referred to in sub-clause 2.10.1 hereof on the
               Demised Premises together with copies of any licences issued
               pursuant to any such applications

2.11 Dealings with the lease

     2.11.1    Not to transfer, mortgage, charge, hold on trust for another,
               underlet or otherwise part with possession of any part (as
               distinct from the whole) of the Demised Premises or agree to do
               so.

     2.11.2    Not to transfer, hold on trust for another, underlet or otherwise
               part with possession of the whole of the Demised Premises or
               agree to do so, except that the Tenant may transfer or underlet
               the whole of the Demised Premises if, before the transfer or
               underletting is completed, the Tenant complies with the
               conditions described in clause 2.11.3 or clause 2.11.4, as
               applicable.

     (Assignment)

     2.11.3    The conditions (which are specified for the purposes of section
               19(1A) of the Landlord and Tenant Act 1927 and which operate
               without prejudice to the Landlord's right to withhold consent on
               any reasonable ground) applying to a transfer of the whole of the
               Demised Premises are:

               (A)  that the Tenant enters into an authorised guarantee
                    agreement, as defined in section 16 of the Landlord and
                    Tenant (Covenants) Act 1995, with the Landlord in the form
                    of the draft set out in the Sixth Schedule hereto; and

                                      11
<PAGE>

               (B)  that any guarantor of the Tenant's obligations guarantees to
                    the Landlord that the Tenant will comply with the authorised
                    guarantee agreement in a form which the Landlord reasonably
                    requires; and

               (C)  that, subject as provided in paragraph (D) and if the
                    Landlord so reasonably requires, the proposed assignee
                    procures one, but not both, of the following:

                    (1)  covenants with the Landlord by an additional guarantor
                         or guarantors approved by the Landlord (who shall act
                         reasonably in giving its approval), in terms having a
                         form and content reasonably required by the Landlord;
                         or

                    (2)  a deposit with the Landlord of an amount in cleared
                         funds equal to half of the then current yearly rent
                         first reserved by this lease and an amount equal to VAT
                         on that amount, on terms which the Landlord reasonably
                         requires; and

               (D)  if the proposed transfer is to a Group Company (which
                    expression shall have the meaning set out in Section 42 of
                    the Landlord and Tenant Act 1954); and

                    (1)  if the Tenant's obligations, or any them, are
                         guaranteed by another Group Company, that such Group
                         Company covenants with the Landlord terms having a form
                         and content reasonably required by the Landlord; or

                    (2)  if the Tenant's obligations are not guaranteed by
                         another Group Company and if the transferee is not, in
                         the Landlords reasonable opinion, of equal financial
                         standing to the Tenant, that the proposed transferee
                         procures covenants by a Group Company other than the
                         Tenant and the transferee and which is, in the
                         Landlord's reasonable opinion, of equal financial
                         standing to the Tenant, in a form which the Landlord
                         reasonably requires; and

                    (3)  whether or not paragraph (D)(1) or (2) applies, if the
                         Tenant's obligations, or any of them, are secured by a
                         security deposit, the proposed transferee procures a
                         deposit with the Landlord of the amount and on terms
                         described in paragraph (C)(2); and

               (E)  that the Landlord's consent, which will not be unreasonably
                    withheld, is obtained to, and within two months before, the
                    transfer.

          (Underletting)

                                      12
<PAGE>

     2.11.4    Not to underlet the whole of the Demised Premises except:

               (A)  to a person who has covenanted with the Landlord:

                    (1)  to observe the Tenant's obligations in this Lease
                         (other than the payment of rents);

                    (2)  not to transfer the whole of the Demised Premises
                         without the Landlord's consent (which shall not be
                         unreasonably withheld if the conditions which are
                         referred to in clause 2.11.3 are first satisfied); and

                    (3)  not to transfer part of the Demised Premises or to
                         underlet or otherwise part with possession or share the
                         occupation of the Demised Premises or any part of them;

               (B)  by reserving as a yearly rent, without payment of a fine or
                    premium, an amount equal to their then open market rack
                    rental value such rent to be approved by the Landlord (who
                    shall not unreasonably withhold it) and to be payable by
                    equal quarterly instalments in advance on the usual quarter
                    days and by reserving, as additional rents, amounts equal to
                    and payable at the same times as the other rents reserved by
                    this lease;

               (C)  by a form of underlease (which does not express any sum to
                    be payable by reference to a percentage or proportion of the
                    rent or any other sum payable under this lease, but which
                    requires it to be payable and assessed in accordance with
                    the same principles as are required by this lease) to be
                    approved by the Landlord, such approval not to be
                    unreasonably withheld;

               (D)  by a form of underlease which requires:

                    (1)  the principal rent reserved by it to be reviewed
                         upwards only at each of those Review Dates which will
                         occur during the sub-term, in accordance with the same
                         principles which apply to rent reviews under this
                         lease;

                    (2)  the underlessee to observe the Tenant's obligations
                         (other than the obligation to pay rents under this
                         lease) to the extent they relate to the Demised
                         Premises and containing:

                         (a)  a condition for re-entry by the underlessor on
                              breach of any obligation by the underlessee;

                         (b)  a qualified covenant not to transfer the whole of
                              the

                                      13
<PAGE>

                              Demised Premises (subject to prior compliance with
                              conditions as set out in clause 2.11.3) and an
                              unqualified covenant not to transfer part of the
                              Demised Premises or to underlet or otherwise part
                              with possession or share the occupation of the
                              Demised Premises or any part of them;

                         (c)  an agreement excluding sections 24 to 28 inclusive
                              of the Landlord and Tenant Act 1954 in relation to
                              the underlease, pursuant to an Order duly made
                              under section 38(4) of that Act; and

               (E)  with the Landlord's consent, issued within two months before
                    completion of the underletting, which consent (subject to
                    compliance with the foregoing conditions precedent shall not
                    be unreasonably withheld.

     2.11.5    To enforce the observance by every underlessee of the provisions
               of the underlease and not expressly or impliedly to waive any
               breach of them, nor to vary the terms of any underlease.

     2.11.6    Not to agree any reviewed rent payable under an underlease until
               the principal rent reserved by this Lease has been reviewed and
               agreed in accordance with the provisions of the Fourth Schedule
               hereto.

     (Sharing occupation)

     2.11.7    Not to share the occupation of the Demised Premises or any part
               of them.

2.12 Notifying Landlord of dealings with the lease

     2.12.1    Within ten working days after any disposition or devolution of
               this lease, or of any estate or interest in or derived out of it,
               to give the Landlord notice of the relevant transaction with a
               certified copy of the relevant document, and to pay the Landlord
               a fair and reasonable fee of not less than twenty five pounds for
               registering each notice.

     2.12.2    To notify the Landlord of particulars of the determination of
               every rent review under any underlease of the Demised Premises
               within fourteen days after the date of determination.

2.13 To pay costs of notices and consents and orders

     2.13.1    To pay all proper and reasonable costs charges and expenses
               (including Solicitors costs and Surveyors fees) incurred by the
               Landlord in any proceedings under Section 146 and 147 of the Law
               of Property Act 1925 or any statutory provision

                                      14
<PAGE>

               replacing the same notwithstanding that forfeiture is avoided
               otherwise than by relief granted by the Court

     2.13.2    To reimburse to the Landlord on demand all proper and reasonable
               fees costs charges and expenses incurred or suffered by the
               Landlord arising out of or in connection with or incidental to
               any application or request by the Tenant in connection with the
               Demised Premises or any provisions of this Lease whether or not
               the same shall be proceeded with by the Tenant or shall be
               granted subject to conditions or arising out of or in connection
               with any steps in connection with the preparation and service of
               a Schedule of Dilapidations during or within ninety days after
               the expiry of sooner determination of the Term or within ninety
               days after the Tenant vacates the Demised Premises whichever
               shall be the later (but in relation only to dilapidations
               occurring during the Term)

     2.13.3    To pay all proper and reasonable legal costs and disbursements
               incurred by the Landlord in the recovery of arrears of rent and
               any other monies due hereunder from the Tenant to the Landlord
               and proceedings in connection therewith

2.14 User

     2.14.1    Subject to sub-clause 2.16 hereof to use the Demised Premises for
               such use within Class B1 of the Town and Country Planning (Use
               Classes) Order 1987 as shall be first approved in writing by the
               Landlord (such consent not to be unreasonably withheld or delayed
               where the proposed use is compatible with uses on a Science Park
               and does not conflict with good estate management) and for no
               other purpose

     2.14.2    Not to use the car parking spaces on the Science Park allocated
               to the Tenant pursuant to the provisions of the First Schedule
               otherwise than for parking private motor cars of the Tenant its
               employees and visitors

2.15 Advertisements and signs

     2.15.1    Not to affix or permit to be affixed or exhibited to or upon any
               part of the exterior of the Demised Premises or on the interior
               visible from the exterior any placard poster sign notice or
               advertisement save those of a type size and in positions approved
               in writing by the Landlord

     2.15.2    At the end of the Term (howsoever determined) and if so required
               by the Landlord to remove such placard poster sign or
               advertisement from the Demised Premise and to make good to the
               reasonable satisfaction of the Landlord or its Surveyors any
               damage caused to the Demised Premises by such removal

     2.15.3    Always to display and maintain a suitable sign in a location
               reasonably prescribed by the Landlord showing the name (or
               trading name) of every permitted occupier

                                      15
<PAGE>

               of the Demised Premises

2.16 To comply with statutory provisions

     2.16.1    At all times during the Term to observe and comply in all
               respects with the provisions and requirements of any and every
               enactment (which expression in this covenant includes as well any
               and every Act of Parliament already or hereafter to be passed as
               any and every order regulation and bye-law already or hereafter
               to be made under or in pursuance of any such Act) so far as they
               relate to or affect the user of the Demised Premises or any
               additions or improvements thereto or the user thereof for the
               purpose of any manufacture process trade or business or the
               employment therein of any person or persons or any fixtures
               machinery plant or chattels for the time being affixed thereto or
               being thereupon or used for the purposed thereof and to execute
               all works and provide and maintain all arrangements which by or
               under any enactment or by any government department local
               authority or other public authority or duly authorised officer or
               court of competent jurisdiction acting under or in pursuance of
               any enactment are or may be directed or required to be executed
               provided and maintained at any time during the Term upon or in
               respect of the user of the Demised Premises or any additions or
               improvements thereto or in respect of any such user thereof or
               employment therein of any person or persons for fixtures
               machinery plant or chattels as aforesaid whether by the Landlord
               or Tenant thereof and to indemnify the Landlord at all times
               against all costs charges and expenses of or incidental to the
               execution of any works or the provision or maintenance of any
               arrangements so directed or required as aforesaid and not at any
               time during the Term to do or omit or suffer to be done or
               omitted on or about the Demised Premises any act or thing by
               reason of which the Landlord may under any enactment incur or
               have imposed upon him or become liable to pay penalty damages
               compensation costs charges or expenses and to keep the Landlord
               effectually indemnified against all such compensation damages
               penalties costs charges or expenses

     2.16.2    At all times during the Term to comply in all respects with the
               provisions and requirements of any Town and Country Planning Act
               or Acts for the time being in force and any regulations and
               orders made thereunder and all licences consents permissions (to
               the extent such permissions shall be implemented) and conditions
               (if any) granted or imposed thereunder or under any enactment
               repealed thereby so far as the same respectively relate to or
               affect the Demised Premises or any part thereof or any operations
               works act or things already or hereafter to be carried out
               executed or done or omitted thereon or the use thereof for any
               purpose and before making any applications to the Local Authority
               for planning permission or bye-law consent to obtain the consent
               in writing of the Landlord (which consent shall not be
               unreasonably withheld or delayed) to such application and to
               provide the Landlord with copies of the relevant application and
               accompanying drawings and on the granting of such planning
               permission or bye-law consent to supply

                                      16
<PAGE>

               copies thereof to the Landlord

     2.16.3    Unless the Landlord shall otherwise direct to carry out before
               the expiration or sooner determination of the Term any works
               stipulated to be carried out to the Demised Premises by a date
               subsequent to such expiration or sooner determination as a
               condition of any planning permission which may have been granted
               and acted upon by the Tenant during the Term

     2.16.4    To give notice to the Landlord as soon as reasonably practicable
               after receipt of the same of any notice order or proposal for a
               notice or order served on the Tenant under any legislation and if
               so reasonably required by the Landlord to produce the same and at
               the request and cost of the Landlord to make or join in making
               such objections or representations in respect of any proposals as
               the Landlord may reasonably require

     2.16.5    At all times during the Term to comply with all requirements from
               time to time of the appropriate authority in relation to means of
               escape from the Demised Premises in case of fire and at the
               expense of the Tenant to keep the Demised Premises sufficiently
               supplied and equipped with fire fighting and extinguishing
               apparatus and appliances of a type to be approved from time to
               time by the relevant Fire Authority and suitable in all respect
               to the type of user of or business manufacture process or trade
               carried on upon the Demised Premises which shall be open to the
               inspection of the Landlord and also not to obstruct the access to
               or means of working such apparatus and appliances by their
               operations at or connected with the Demised Premises

2.17 Restriction on nuisance and auctions

     2.17.1    Not to use the Demised Premises or any part thereof for any
               immoral purpose or for any noisy noisome dangerous or offensive
               trade business manufacture operation or occupation provided that
               the permitted user from time to time shall be deemed not to be in
               breach of this clause and also not to do or permit to be done
               thereon anything which may be or grow to the damage nuisance
               disturbance or annoyance of the Landlord or the occupiers of any
               adjoining or neighbouring premises or permit any sale by auction
               to be held upon the Demised Premises or any part thereof or
               permit the Demised Premises to be used for residential purposes
               or as sleeping accommodation

     2.17.2    To pay to the Landlord all proper and reasonable costs charges
               and expenses which may properly and reasonably be incurred by the
               Landlord in abating a nuisance caused by the Tenant or its
               servants licensees or customers and executing all such works as
               may be necessary for abating a nuisance in obedience to a notice
               served by a local or public authority on the Landlord or the
               Tenant in respect of the Demised Premises

                                      17
<PAGE>

     2.17.3    Not at any time to permit any musical instrument gramaphone or
               similar apparatus to be played or used on the Demised Premises so
               as to be audible from outside the Demised Premises

     2.17.4    Sound insulation

               To comply in all respects with any scheme or requirement which
               may be imposed by the Local Planning Authority in connection with
               the sound insulation of all plant and machinery

     2.17.5    Restriction on noise

               Without prejudice to the preceding provisions of this Clause 2.17
               hereof to ensure that the noise from operations conducted on the
               Demised Premises shall not exceed

                    40 db (A) between 08.00 hours and 18.00 hours

                    35 db (A) between 18.00 hours and 22.00 hours

                    and

                    30 db (A) between 22.00 hours and 08.00 hours

               all as measured on the boundary of the Science Park

2.18 To yield up

     On the expiration or sooner determination of the Term peaceably to yield up
     to the Landlord the Demised Premises in a good and tenantable state of
     repair and condition and decoration in accordance with the covenants by the
     Tenant herein contained together with all additions and improvements
     thereto and the keys and all Landlord's fixtures and fittings of every kind
     now in or upon the Demised Premises or which during the Term may be affixed
     or fastened to or upon the same all of which shall be at the expiration or
     sooner determination of the Term left complete with all parts and
     appurtenances thereof and in proper working order and condition PROVIDED
     ALWAYS that the foregoing covenants shall not apply to any articles held by
     the Tenant on hire nor to the Tenant's fixtures and fittings and to make
     good any damage caused to the Demised Premises by the removal of tenants
     and trade fixtures and fittings AND PROVIDED FURTHER that if so required by
     the Landlord the Tenant will remove from the Demised Premises such of the
     Tenant's fixtures and fittings as are then installed in the Demised
     Premises as the Landlord shall specify to be removed making good all damage
     caused thereby to the Landlord's satisfaction and reinstating the Demised
     Premises to their original condition

                                      18
<PAGE>

     PROVIDED FURTHER that the Tenant may from time to time (but only with
     previous consent of the Landlord) substitute for any of the Landlord's
     fixtures and fittings other fixtures and fittings of at least as good a
     kind and quality as the Landlord's fixtures and fittings and not less
     suitable in character

2.19 Indemnity of the Landlord

     To indemnify and keep indemnified the Landlord from and against liability
     for all loss damage actions proceedings claims demands costs damages and
     expenses of whatever nature in respect of any injury to or the death of any
     person or damage to any property movable or immovable or in respect of the
     infringement disturbance or destruction of any right easement or privilege
     or otherwise by reason of or arising in any way directly or indirectly out
     of:

     2.19.1    the state of repair or condition of the Demised Premises insofar
               as the Tenant is liable for such state or condition under the
               covenants herein contained

     2.19.2    the act omission or default of the Tenant its agents employees
               customers invitees or visitors whilst on or about the Science
               Park or the Demised Premises

     2.19.3    the construction or existence of any extensions of or alterations
               to the Demised Premises carried out by or on behalf of the Tenant

     2.19.4    the user of the Demised Premises and other areas of the Science
               Park by the Tenant or its agents employees invitees or visitors

     2.19.5    anything now or hereafter attached to or on the Demised Premises
               or the Science Park by or on behalf of the Tenant

2.20 Not to obstruct

     2.20.1    Not to expose or place or permit or suffer to be exposed or
               placed any goods articles or things whatsoever outside the
               Demised Premises or upon any part of the Science Park and to keep
               the same free from obstruction of any kind

     2.20.2    Not to stop up darken or obstruct any windows or lights or
               ventilators belonging to the Landlord or to other tenants of the
               Landlord or to tenants of other units on the Science Park or
               other property adjoining the Demised Premises and not to stop up
               cover or obstruct access to any services on the Science Park or
               to any fire escapes and not to give to any third party any
               acknowledgement that the Tenant enjoys the access of light or air
               to any windows or openings in the Demised Premises by the consent
               of such third party or to pay any sum of money to or enter into
               agreement with such third party for the purpose of inducing or
               binding him to abstain from obstructing the access of light or
               air to any such windows or lights or

                                      19
<PAGE>

               ventilators and in the event that any such third party doing or
               threatening to do anything which obstructs or would obstruct such
               access of light or air forthwith in writing to notify the same to
               the Landlord

     2.20.3    Prevention of acquisition of easements

               Without prejudice to sub-clause 2.20.2 above not to permit or
               suffer any owner of adjoining or neighbouring property to acquire
               any rights of way light or air or other easements over the
               Demised Premises but as soon as the Tenant becomes aware thereof
               to inform the Landlord or the Landlord's Managing Agents in
               writing of any act or thing which may result in the acquisition
               of any right or privilege over the Demised Premises (for the
               purpose of enabling the Landlord if it thinks fit to do anything
               necessary for preventing the acquisition of any such right or
               privilege and to permit the Landlord and the Landlord's Managing
               Agents to enter and examine the Demised Premises accordingly) and
               at the sole cost of the Landlord to join with the Landlord in
               taking such steps or action as may be reasonably required by the
               Landlord to prevent any such right or privilege from being
               acquired

2.21 To notify Landlord of defects and damage

     2.21.1    To notify the Landlord without delay upon becoming aware of any
               "relevant defects" of which it is aware in the state of the
               Demised Premises within the meaning of Section 4 of the Defective
               Premises Act 1972 or any statutory modification or re-enactment
               thereof and (without prejudice to the foregoing) to give notice
               thereof as soon as reasonably practicable to the Landlord of any
               notice or claim affecting the Demised Premises

     2.21.2    In the event of the Demised Premises being destroyed or damaged
               to give notice thereof immediately to the Landlord or the
               Landlord's Managing Agents stating the cause of such destruction
               or damage if the Tenant can in fact determine the cause

2.22 For sale or to let boards

     To permit the Landlord and its surveyors workmen and agents at any time
     during the Term for the purpose of selling or disposing of Landlord's
     reversionary interest or at any time within six calendar months next before
     the expiration or sooner determination of the Term for the purpose of re-
     letting the Demised Premises to enter upon the Demised Premises and to
     affix and retain upon any suitable part thereof (but not so as to block any
     door or window) a notice board for selling or letting the same (without or
     without any other premises) as the case may be and the Tenant will not
     remove or obscure the same and will at all times throughout the Term permit
     all prospective purchasers or tenants by order in writing of the Landlord
     or its agents to enter and view the Demised Premises or

                                      20
<PAGE>

      any part thereof at reasonable hours in the daytime by prior appointment
      without interruption

2.23  Covenants

      To comply with those covenants and other matters affecting the Demised
      Premises and not to interfere with those rights easements or other matters
      (if any) affecting the Demised Premises as (in each case) are contained or
      referred to in the documents referred to in the Fifth Schedule.

3.    THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1   Quiet enjoyment

      That the Tenant paying the rents hereby reserved and observing and
      performing the several covenants and stipulations on its part herein
      contained shall peaceably hold and enjoy the Demised Premises during the
      Term without any interference of the Landlord or any person rightfully
      claiming under or in trust for him or by title paramount

3.2   To insure

      3.2.1  Subject to such limitations exclusions and excesses as are required
             by the insurers normal terms of insurance to keep insured at all
             times throughout the Term the Demised Premises (with the Tenant's
             interest being noted upon the policy of insurance if the insurers
             so permit) against loss or damage by fire explosion lightning storm
             and tempest riot civil commotion and aircraft and articles dropped
             therefrom and (where appropriate) flooding impact by vehicle escape
             of water from burst pipes or other water apparatus (and in time of
             war against war risks under any statutory insurance scheme which
             may be applicable to the Demised Premises) the cost of shoring up
             demolition and site clearance and against such other risks as the
             Landlord may from time to time reasonably require together with
             surveyors and architect's fees and three years loss of rent (to
             include not only the rent currently payable but having reasonable
             regard to potential increases in rent pursuant to the Fourth
             Schedule and with any addition to the amount insured as the
             Landlord may reasonably decide in respect of VAT) in some insurance
             office of repute to a value equal to the full cost of reinstatement
             thereof but not necessarily facsimile reinstatement in accordance
             with local and statutory requirements then current and against loss
             of or damage to property or personal injury arising by reason of
             the condition of the Demised Premises or any part thereof or any
             building erected thereon or anything done therein and to make all
             payments necessary for that purpose when the same shall
             respectively become payable and unless the policy of insurance
             shall be vitiated by act or default of the Tenant or its agents
             licensees servants or invitees to cause all monies received by
             virtue of any such insurance (save any monies received in respect
             of loss of rent)

                                      21
<PAGE>

             to be forthwith laid out in rebuilding and reinstating the Demised
             Premises in the event of the Demised Premises being damaged or
             destroyed as aforesaid unless the Landlord is unable having used
             its best endeavours (which the Landlord agrees to do) to obtain
             permission for such rebuilding or reinstatement of the Demised
             Premises whereupon this demise shall forthwith be at an end without
             prejudice to any right of action of the Landlord or the Tenant in
             respect of any antecedent breach of covenant Provided that the
             Tenant shall have no claim in respect of the said insurance monies

      3.2.2  Whenever reasonably so required by the Tenant to supply to the
             Tenant sufficient details of such policy or policies of insurance
             to enable the Tenant to comply with the terms and conditions
             thereof together with evidence of payment of the premium

3.3   To use all reasonable endeavours to do such of the things and to provide
      such of the services specified in the Third Schedule hereto as the
      Landlord or Landlord's Managing Agents from time to time shall deem
      appropriate and to use its like endeavours to enforce the covenant to
      contribute to the expenses referred to in the Third Schedule which are
      contained in leases of other premises on the Science Park (as defined in
      the First Schedule hereto)

3.4   Unless the Landlord reasonably considers it not to be in the interest of
      other tenants on the Science Park (as defined as aforesaid) to use
      reasonable endeavours at the Tenant's request to enforce the covenants
      contained in leases of other premises on the Science Park (as so defined)
      the Tenant indemnifying the Landlord against its expenses properly
      incurred in so far as they are not recoverable under the provisions of the
      other leases (or otherwise)

4.    PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

4.1   Notwithstanding and without prejudice to any other remedies and powers
      herein contained or otherwise available to the Landlord if the rents
      reserved or any part thereof shall be unpaid for twenty-one days after
      becoming payable whether formally demanded or not or if any covenant on
      the Tenant's part or condition contained in this Lease shall not be
      performed or observed or if the Tenant for the time being (being a
      company) shall enter into liquidation whether compulsory or voluntary
      (save for the purpose of reconstruction or amalgamation whilst solvent) or
      pass a resolution for winding up (save as aforesaid) or suffer an
      administrator or an administrative receiver to be appointed or being an
      individual or being more than one individual any one of them shall have a
      receiving order made against him or become bankrupt or if the Tenant (or
      if there shall be more than one Tenant any of them) shall enter into
      composition with their or his creditors or suffer any distress or
      execution to be levied on their or his goods then and in any such case 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

                                      22
<PAGE>

      shall absolutely determine but without prejudice to any right of action or
      remedy of the Landlord in respect of any breach non-observance or non-
      performance of any of the Tenant's covenants or any conditions herein
      contained

4.2   Notices

      Any notice under this Lease shall be in writing and shall be deemed well
      served if posted to the Registered Office of the recipient or if an
      individual at his last known address or in the case of the service on the
      Tenant at the Demised Premises by first class post recorded delivery in
      which case the date of service shall be the day following the date of
      posting

4.3   Waiver

      No demand for or acceptance of or receipt for rent by the Landlord after
      knowledge or notice received by the Landlord or his agents of any breach
      of any of the Tenant's covenants hereunder shall be or operate as a waiver
      wholly or partially of any such breach but any such breach shall for all
      purposes of these presents be a continuing breach of covenant so long as
      such breach shall be subsisting and the Tenant shall not be entitled to
      set up any such demand or acceptance of or receipt for rent by the
      Landlord as a defence in any action or proceeding by the Landlord

4.4   Representations

      The Tenant hereby admits that the Demised Premises have been inspected by
      it or on its behalf and the Tenant has entered into this Lease solely on
      the basis of such inspection and upon the terms hereof and not in reliance
      of any collateral contract warranty or representation whether written oral
      or implied made by or on behalf of the Landlord other than any made by the
      Landlord's Solicitors in reply to any enquiries raised by the Tenant's
      Solicitors prior to the date hereof

4.5   Value Added Tax

      For the avoidance of doubt it is hereby declared that where any party has
      an obligation to make payment of any amount hereunder including (without
      prejudice to the generality of the foregoing) the rents hereby reserved
      and any Value Added Tax (or other like tax excise or custom or other duty)
      becomes payable in respect of the supply of any goods or services to which
      such amount relates or by reference to which in whole or in part such
      amount is ascertained then the obligation shall extend to and include the
      Value Added Tax (or other like tax as hereinbefore mentioned) or the
      appropriate proportion thereof

4.6   Rent abatement

      If the Demised Premises or any part thereof shall at any time during the
      Term be destroyed or so damaged by fire or other insured risk as to be
      unfit for occupation or use

                                      23
<PAGE>

      then and in any such case unless the insurance of the Demised Premises
      shall have been forfeited or payment of the said policy monies or any part
      thereof refused by or in consequence of any act or default of the Tenant
      their licensees or agents the rent hereby reserved (without prejudice to
      any monies owing to the Landlord at the date of such damage or
      destruction) or a fair and just proportion thereof according to the nature
      and extent of the damage sustained shall from the date of such damage or
      destruction and until the Demised Premises shall have been rebuilt or
      reinstated and made fit for occupation or until the end of the period for
      which the Landlord shall have initiated loss of rent insurance (whichever
      shall first occur) be suspended and cease to be payable

4.7   Ending of the lease following major damage

      If at any time the Demised Premises shall be destroyed or damaged and
      shall not have been reinstated by the Landlord by the date on which the
      insurance for loss of rent effected by the Landlord expires the Tenant may
      at any time thereafter by notice in writing to the Landlord determine this
      Lease and on the tenth working day following the service of such notice
      this Lease shall determine but without prejudice to any rights or remedies
      which may then have accrued in respect of any breach of any of the
      covenants or provisions contained therein provided that the Tenant may not
      determine this Lease if the Landlord had by the date falling two years and
      6 months from the date of destruction or damage commenced and is
      diligently proceeding with the carrying out of works to replace the
      damaged or destroyed parts of the Demised Premises

4.8   Construction (Design and Management) Regulations 1994

      4.81.  In this clause:

             (A)  the expression "Regulations" means the Construction (Design
                  and Management) Regulations 1994 and any expressions appearing
                  in this clause which are defined in the Regulations have the
                  same meaning; and

             (B)  the expression "relevant work" means any construction work
                  which is undertaken by the Tenant or by a person claiming
                  under it pursuant to an obligation or a right (whether or not
                  requiring the Landlord's consent) under this lease and for the
                  purposes of the Regulations the Tenant irrevocably
                  acknowledges that it, and not the Landlord, arranges the
                  design, carrying out and construction of relevant work.

      4.8.2  The Tenant irrevocably acknowledges that it will be the only client
             in respect of any relevant work.

      4.8.3  Before any relevant work is commenced the Tenant shall make a
             declaration in accordance with Regulation 4(4) and shall forthwith
             serve it on the Executive and a copy of it on the Landlord.

                                      24
<PAGE>

      4.8.4  The Tenant shall comply with its obligations as client in respect
             of any relevant work.

      4.8.5  The Tenant shall promptly provide the Landlord with a complete copy
             of the health and safety file for all relevant work and (no later
             than the expiry of the Term) the original health and safety file.

      4.8.6  The provisions of this clause 4.8 shall apply notwithstanding that
             any consent issued by the Landlord in respect of any relevant work
             does not refer to the said provisions or to the Regulations.

4.9   Restriction on acquisition of easements

      The Tenant shall not by virtue of this demise be deemed to have acquired
      or be entitled to nor shall it during the Term acquire or become entitled
      by any means whatever in respect of the Demised Premises to any right of
      light or air nor any other easement from or over or affecting any other
      land or premises now or at any time hereafter belonging to the Landlord
      and not comprised in this demise save such as is necessary for the
      carrying on of the Tenant's business in the Demised Premises

4.10  Warranty

      Nothing herein contained or implied shall be taken to be a covenant
      warranty or representation by the Landlord that the Demised Premises can
      lawfully be used for any particular purpose or that the Demised Premises
      are fit for any purpose for which the Tenant may use them

4.11  Remedies for dilapidations in the state

      If at the expiration or sooner determination of the Term the Demised
      Premises are not in the state of repair and condition in which they should
      be having regard to the Tenant's covenants herein contained the Tenant
      shall (if so required by the Landlord) pay to the Landlord on demand by
      way of liquidated damages:

      4.11.1 such sum as shall be agreed between the parties and in default of
             agreement as shall be certified by an independent chartered
             surveyor to be appointed by the Landlord to represent in his
             opinion:

             (A)  the cost of putting the Demised Premises into the state of
                  repair and condition in which they should be as aforesaid and

             (B)  the rent that would have been payable under this Lease if the
                  Term had been extended for such period as is reasonably
                  necessary to put the

                                      25
<PAGE>

                     Demised Premises into the state of repair and condition in
                     which they should be as aforesaid and

      4.11.2 the reasonable fees of the Landlord or its agent for the
             preparation and service of a Schedule of Dilapidations and of the
             said independent chartered surveyor for the preparation and issue
             of the said certificate

4.12  Removal of Tenant's property

      If at such time as the Tenant has vacated the Demised Premises after the
      determination of the Term either by effluxion of time or otherwise any
      property of the Tenant shall remain in or on the Demised Premises and the
      Tenant shall fail to remove the same within twenty-eight days after being
      requested by the Landlord so to do by a notice in that behalf then and in
      such case the Landlord may as the agent of the Tenant (and the Landlord is
      hereby appointed by the Tenant to act in that behalf) sell such property
      and shall then hold the proceeds of sale after deducting the reasonable
      costs and expenses of removal storage and sale reasonably and properly
      incurred by it to the order of the Tenant PROVIDED THAT the Tenant will
      indemnify the Landlord against any liability incurred by it to any third
      party whose property shall have been sold by the Landlord in the bona fide
      mistaken belief (which shall be presumed unless the contrary be proved)
      that such property belonged to the Tenant and was liable to be dealt with
      as such pursuant to this sub-clause

4.13  Party Walls

      All walls separating the Demised Premises from any adjoining premises
      shall be party walls and shall be used and repaired and maintained as such
      and all ceiling joists beams slabs floors and walls separating the Demised
      Premises from any adjoining premises shall be party structures and shall
      be used and repaired and maintained as such

4.14  No liability for injury etc

      The Landlord shall not be responsible to the Tenant or its servants or
      visitors for any injury death damage destruction caused by natural or
      consequential loss whether to person property or goods due directly or
      indirectly to any act neglect or default of any other tenant or permitted
      occupier for the time being of the Science Park or to the condition of the
      Demised Premises or any of its appurtenances

4.15  Powers of Landlord's Managing Agents

      The obligations of the Tenant under this Lease shall be enforceable in
      case of default as well by the Landlord's Managing Agents in their own
      name as by the Landlord

4.16  No compensation

                                      26
<PAGE>

      If the Lease hereby granted is within Part II of the Landlord and Tenant
      Act 1954 then subject to the provisions of sub-clause (2) of Section 38 of
      that Act the Tenant shall not be entitled on quitting the Demised Premises
      to any compensation under Section 37 of the same act or under any
      corresponding provision in any Act or under any corresponding provision in
      any Act amending or replacing the same

4.17  Tenant's right to break

      4.17.1 The Tenant may (subject to the provisions of this clause) determine
             this lease as at 24/th/ December 2009 (the "Break Date").

      4.17.2 The Tenant shall give the Landlord written notice of its intention
             to determine at least thirteen months before the Break Date.

      4.17.3 If the Tenant duly serves a notice under this clause it shall
             procure that vacant possession of the Demised Premises will be
             available on the Break Date free of occupation by and of any estate
             or interest vested in the Tenant or any third party and this lease
             shall not determine as a result of any notice served by the Tenant
             if it is in material breach of any of its covenants contained in
             this lease (including those contained in this clause) at the Break
             Date except to the extent if at all the Landlord in its absolute
             discretion waives compliance with any of them.

      4.17.4 If a notice is duly served and the requirements of paragraph 4.17.3
             of this clause are first satisfied this lease shall determine on
             the Break Date without prejudice to:

             (A)  any rights or remedies which may have accrued to either party
                  in respect of any breach of any of the covenants or
                  obligations contained in it including obligations under this
                  clause which shall continue to bind the parties; and

             (B)  the continuing obligation of the parties to account to one
                  another on demand for any payment or allowance apportioned up
                  to the date of determination as soon as reasonably possible
                  thereafter.

      4.17.5 Time is of the essence of all dates and periods referred to in this
             clause.

4.18  Freedom to deal with Science Park

      The Landlord may at any time or times hereafter convey demise or otherwise
      deal with all or any of the Science Park (as defined in the First Schedule
      hereto) free from all or any of the covenants and conditions herein
      contained or subject to any other covenants conditions or otherwise as the
      Landlord thinks fit

                                      27
<PAGE>

4.19  Overriding lease

      If, during the Term, the Landlord grants a tenancy of the reversion
      immediately expectant on the determination of this lease, whether pursuant
      to section 19 Landlord and Tenant (Covenants) Act 1995 or otherwise, any
      obligation of the Tenant to obtain the consent of the Landlord under this
      lease to any dealing shall be deemed to include a further obligation also
      to obtain the consent of the lessor under such tenancy to such a dealing.

4.20  Application of Landlord and Tenant (Covenants) Act 1995

      This lease is a new tenancy for the purposes of the Landlord and Tenant
      (Covenants) Act 1995.

4.21  Stamp duty certificate

      It is hereby certified that there is no agreement for lease to which this
      lease give effect.

5.    INTERPRETATION

      In this lease:
5.1   The singular includes the plural and vice versa and one gender includes
      both other genders.

5.2   Where a party comprises more than one person, obligations of that party
      take effect as joint and several obligations.

5.3   An obligation by the Tenant not to do (or omit) any act or thing also
      operates as an obligation not to permit or suffer it to be done (or
      omitted) and to prevent (or as the case may be) to require it being done.

5.4   References to:

             (A)  any clause or schedule are reference to the relevant clause or
                  schedule of this lease and any reference to a sub-clause or
                  paragraph is a reference to that sub-clause or paragraph of
                  the clause or schedule in which the reference appears and
                  headings shall not affect the construction of this lease;

             (B)  any right of (or obligation to permit) the Landlord to enter
                  the Demised Premises shall also be construed as entitling the
                  Landlord to remain on the Demised Premises, with or without
                  equipment, and permitting such right to be exercised by all
                  persons authorised by the Landlord;

             (C)  any consent or approval of the Landlord, or words to similar
                  effect mean a

                                      28
<PAGE>

                  consent in writing signed by or on behalf of the Landlord and
                  given before the act requiring consent or approval;

             (D)  the Demised Premises (except in clause 2.11) extend, where the
                  context permits, to any part of the Premises;

             (E)  a specific Enactment include every statutory modification,
                  consolidation and re- enactment and statutory extension of it
                  for the time being in force, except in relation to the Town
                  and Country Planning (Use Classes) Order 1987, which shall be
                  interpreted exclusively by reference to the original
                  provisions of Statutory Instrument 1987 No 764 whether or not
                  it may have been revoked or modified;

             (F)  the last year of the Term includes the final year of the Term
                  if this lease determines otherwise than by passing of time and
                  references to the expiry of the Term include that type of
                  determination;

             (G)  rents or other sums being due from the Tenant to the Landlord
                  mean that they are exclusive of any VAT.

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      29
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)

ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B5 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(ii)     upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighbouring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(iii)    the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and connecting
         with the main water drainage electricity and sewage systems serving the
         Science Park PROVIDED ALWAYS that no liability shall fall upon the
         Landlord for any damage to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident flood tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of
         workmen whether in the employment of the Landlord or not or any other
         circumstances

                                      30
<PAGE>

         occurrence beyond the Landlord's control

                                      31
<PAGE>

                                     [MAP]

                                      32
<PAGE>

(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the seven car parking spaces coloured blue
         on Plan A

                                      33
<PAGE>


                                     [MAP]

                                      34
<PAGE>

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease.

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of the Science Park as is now enjoyed or as will be
         hereafter enjoyed from the Demised Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

                                      35
<PAGE>

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      36
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

Unit B5 Melbourn Science and Business Park
------------------------------------------

1 x      Stelrad Ideal Elan wall hung balanced flue pas boiler

1 x      Brefco fill expansion unit comprising 12 litre vessel filling valve,
         safety valve, pressure gauge and flexible quick fit hose connection

1 x      Grundfoss U P 15 60 water pump

1 x      Gas solenoid shut off valve wired to thermal link over boiler and
         electric knock off button

16 x     Stelrad Accord hot water radiators

1 x      Honeywell frost thermostat

19 x     Surelux light fitting 1200 x 600 recessed with SAS louvres

12 x     Surelux light fitting 1200 x 600 surface SAX LL 3436

1 x      Surelux light fitting 300 x 150 Emergency light 8w recessed

2 x      MR Light up-lighter type 1339

2 x      Surelux canopy light

1 x      Channel Safety Sytem ltd 2 zone CH2 fire alarm panel with Bezzell
         plate, three fire bells and two break glasses

1 x      Merlin Gerin Ltd elect distribution board

1 x      Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen)

1 x      Roof Unit Ltd model "G" series twin extract fan and controller (toilet)

52 x     Power link sockets and trunking

1 x      MK 711 shaver point and light

2 x      Twyford Galerie WC bowl and cistern

                                      37
<PAGE>

1 x      Galerie wash hand basin and taps

1 x      Twyford Sola wash hand basin and taps (disabled)

2 x      Toiler roll holders

1 x      Plate glass mirror 500 x 1100

1 x      Plate glass mirror 400 x 1100

2 x      Twyford support rails (disabled WC)

1 x      Southway mini kitchen - Ref 100 AR

1 x      Santon wall mounted water heater

1 x      Armstrong Cortege suspended ceiling mineral fibre board tile 600 x
         600 x 15mm set on Armstrong Microlock 15 exposed grid suspension system
         (Ground Floor only)

                                      38
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleasing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of Science Park which in the
         Landlord's or the Landlord's Managing Agent's opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water rates or other outgoings
         which in the Landlord's or the Landlord's Managing Agents' reasonable
         opinion benefit the Science Park or any part thereof and which do not
         fall to be paid by any other tenant on the Science Park or by the
         Landlord in respect of any unoccupied premises available for letting on
         the Science Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at Work Act 1974 and in any other legislation
         or order or instrument deriving validity from any of them

                                      39
<PAGE>

         and any Act or Acts for the time being in force amending or replacing
         the same and any future legislation or order or instrument as aforesaid
         of the like nature or effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         Landlord's Managing Agents shall from time to time reasonably consider
         necessary or desirable for the use enjoyment or benefit of the Tenant
         jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from tie to time (as certified by the Landlord's
         surveyor or valuer by reference to other rentals payable for units in
         the Science Park whose certificate shall be final and binding upon the
         parties hereto) of premises on the Science Park provided for use by the
         Landlord for the general management of the Science Park and of premises
         for reception facilities or for any other facility made available by
         the Landlord for the mutual use and benefit of the Tenant and other
         tenants on the Science Park together with the cost of heating and
         lighting all such premises whether or not the Tenant shall make use of
         such facilities

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

                                      40
<PAGE>

15.  The sum or sums which the Landlord shall from time to time pay by way of
     premium (including any increased premium payable by reason of any act or
     omission of the Tenant) for keeping the Demised Premises insured in
     accordance with Landlord's obligation in that behalf contained in Clause
     3.2 hereof

                                      41
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)


1.   In this schedule the following expressions have the respective specified
     meanings:

1.1  "Current Rent" means the amount of the yearly rent first reserved by this
     lease payable immediately before the relevant Review Date;

1.2  "Review Date" means each of:

     1.2.1     25th December in the years 2001, 2004 and 2007; and (if
               applicable)

     1.2.2     any date so stipulated by virtue of paragraph 6;

1.3  "Review Rent" means the yearly market rack rental value which might
     reasonably be expected to be payable, following the expiry of any period at
     the beginning of the term which might be negotiated in the open market for
     the purposes of fitting out, during which no rent, or a concessionary rent,
     is payable (and on the assumption that the lessee has had the benefit of
     such rent free or concessionary rent period), if the Demised Premises had
     been let in the open market by a willing lessor to a willing lessee with
     vacant possession, on the relevant Review Date, without fine or premium,
     for a term of ten years computed from the relevant Review Date, and
     otherwise upon the provisions (save as to the amount of rent first reserved
     by this lease but including the provisions for rent at three-yearly
     intervals) contained in this lease and on the assumption if not a fact that
     the said provisions have been fully complied with and on the further
     assumptions that:

     1.3.1     the Permitted Use of the Demised Premises comply with Planning
               Law and every other Enactment and that the lessee may lawfully
               implement and carry on the Permitted Use;

     1.3.2     the Demised Premises have been fitted out and are fit for
               immediate occupation and operation of the Permitted Use;

     1.3.3     no work has been carried out to the Demised Premises which has
               diminished their rental value;

     1.3.4     in case the Demised Premises or the Science Park or any part of
               it has been destroyed or damaged they have been fully restored,

     But disregarding any effect on rent of:

     (i)       the fact that the Tenant or any underlessee or other occupier or
               their respective

                                      42
<PAGE>

               predecessors in title has been or is in occupation of the Demised
               Premises;

     (ii)      any goodwill attached to the Demised Premises by the carrying on
               in them of the business of the Tenant or any underlessee or their
               respective predecessors in title or other occupier; and

     (iii)     (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
               carried out to the Demised Premises during the Term by the Tenant
               or any permitted underlessee, in either case at its own expense
               in the pursuance of a licence granted by the Landlord and
               otherwise than in pursuance of any obligation to the Landlord and
               any other works carried out at the Demised Premises by the Tenant
               under any previous tenancy whether or not so licensed by the
               Landlord;

1.4  "Review Surveyor" means an independent chartered surveyor appointed
     pursuant to paragraph 4.1 and if he is to be nominated by or on behalf of
     the President of the Royal Institution of Chartered Surveyors, the
     President shall be requested to nominate an independent chartered surveyor
     having not less than ten years practice next before the date of his
     appointment and recent substantial experience in the letting and valuation
     of premises of a similar character and quality to those of the Demised
     Premises and who is a partner or director of a firm or company of surveyors
     having appropriate market and valuation knowledge of such premises.

2.   The yearly rent first reserved and payable under this lease for each year
     of the Term until the first Review Date is as follows:

     (a)       for the period commencing on 25th December 1998 and expiring on
               24th December 1999 the sum of Twenty Five Thousand Five Hundred
               and Eighty Five Pounds ((pounds)25,585); and

     (b)       for the period commencing on 25th December 1999 until the first
               Review Date the sum of Twenty Eight Thousand Three Hundred Pounds
               ((pounds)28,300)

3.   The yearly rent first reserved and payable from each Review Date until the
     next following Review Date or (in the case of the period commencing on the
     last Review Date during the Term) until the expiry of the Term shall be the
     higher of:

3.1  the Current Rent; and

3.2  the Review Rent.

4.   If the Landlord and the Tenant shall not have agreed the Review Rent by the
     date three months before the relevant Review Date it shall (without
     prejudice to the ability of the Landlord and the Tenant to agree it at any
     time) be assessed as follows:

4.1  the Review Surveyor shall (in the case of agreement about his appointment)
     be appointed
                                      43
<PAGE>

     by the Landlord or the Tenant to assess the Review Rent or (in the absence
     of agreement at any time about his appointment) be nominated to assess the
     Review Rent by or on behalf of the President for the time being of The
     Royal Institution of Chartered Surveyors on the application of the Landlord
     or the Tenant;

4.2  the Review Surveyor shall act as an arbitrator and the arbitration shall be
     conducted in accordance with the Arbitration Act 1996; and shall be
     required:

     4.2.1     to give written notice to the Landlord and the Tenant inviting
               each of them to submit to him within such time limits as he shall
               reasonably stipulate a proposal for the Review Rent supported by
               any or all of:

               (A)  a statement of reasons;

               (B)  a professional rental valuation;

               (C)  information in respect of any other matters they consider
                    relevant; and (separately and later)

               (D)  submissions in respect of each other's statement of reasons,
                    valuation and other matters; and

     4.2.2     upon written request from the Landlord or the Tenant to assess
               the Review Rent with a hearing and not solely upon the written
               submissions and other matters referred to at paragraph 4.2.1 of
               this schedule 4; and

     4.2.3     to give written notice to the Landlord and the Tenant if he shall
               appoint a Solicitor or Counsel or expert to advise and assist him
               on points of law and/or procedure and/or evidence which notice
               shall include the name of the Solicitor or Counsel or expert and
               details of their anticipated fees and expenses and the Landlord
               or the Tenant shall notify the Review Surveyor within a
               reasonable period if there is any objection to such appointment
               or the level of such fees or expenses and the Review Surveyor
               shall give reasonable consideration to such representations.

4.3  if the Review Surveyor refuses to act, or is or becomes incapable of acting
     or dies, the Landlord or the Tenant may apply to the President for the
     appointment of another Review Surveyor.

5.   If the Review Rent has not been agreed or assessed by the relevant Review
     Date the Tenant shall:

5.1  continue to pay the Current Rent on account; and

5.2  pay the Landlord, within seven days after the agreement or assessment of
     the Review Rent,

                                      44
<PAGE>

     any amount by which the Review Rent for the period commencing on the
     relevant Review Date and ending on the quarter day following the date of
     payment exceeds the Current Rent paid on account for the same period, plus
     interest (but calculated at 2% per annum above the Midland Bank Plc base
     lending rate then in force) for each instalment of rent due on and after
     the relevant Review Date on the difference between what would have been
     paid on that rent day had the Review Rent been fixed and the amount paid on
     account (the interest being payable from the date on which the instalment
     was due up to the date of payment of the shortfall).

6.   If any Enactment restricts the right to review rent or to recover an
     increase in rent otherwise payable then, when the restriction is released,
     the Landlord may, at any time within six months after the date of release,
     give the Tenant not less than one month's notice requiring an additional
     rent review as at the next following quarter day which shall for the
     purposes of this lease be a Review Date.

7.   As soon as possible after any increase in rent is agreed or determined
     pursuant to this Fourth Schedule, a memorandum recording the increase shall
     be signed on behalf of the Landlord and the Tenant respectively and
     exchanged between them.

                                      45
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      46
<PAGE>

                              THE SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations as the Assignor shall comply
         with the obligations in respect of which the Assignee shall be in
         default and shall on demand pay to the Landlord an amount equivalent to
         the rents or other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premiums (for a term computed
         from the date of the Relevant Trigger Event to the date on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights of the Landlord against the Assignee
         the Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

1.4      the Assignor shall pay all charges (on a full indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agrees with the Assignor that it will notify the Assignor
         in writing within ten working dates of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      47
<PAGE>

                                                        THE COMMON SEAL SUN LIFE
                                                     PENSIONS MANAGEMENT LIMITED
                                        was hereunto affixed in the presence of:

                                                            Authorized signatory



                                                            Authorized signatory

                                      48
<PAGE>

                           DATED 23/RD/ AUGUST 1999
                           ------------ -----------



                     SUN LIFE PENSIONS MANAGEMENT LIMITED


                                      and


                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED




                  __________________________________________

                                    LEASE
                                      of
                         Unit B5 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

                  __________________________________________


NOTE:    This Lease is a new tenancy for the purposes of the Landlord and Tenant
     (Covenants) Act 1995.


                                                  Herbert Smith
                                                  Exchange House
                                                  Primrose Street
                                                  London EC2A 2HS
                                                  Tel: 0171-374 8000
                                                  Fax: 0171-374 0888
                                                  Ref: 2065/2174/30794054


                                       1
<PAGE>

THIS LEASE is made the 23/rd/ day of August 1999

BETWEEN:

(1)    SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
       registered office is at 107 Cheapside London EC2V 6DU (hereinafter called
       the "Landlord") and

(2)    CAMBRIDGE  ANTIBODY  TECHNOLOGY  LIMITED  (Company Number 2451177) whose
       registered office is at The Science Park Melbourn Cambridgeshire SG8 6JJ
       (hereinafter called the "Tenant")

WITNESSETH as follows:

1.     The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
       particularly described in the First Schedule hereto together with the
       Landlord's fixtures and fittings therein set out in the Second Schedule
       hereto (all which premises are hereinafter referred to as the "Demised
       Premises") TO HOLD the same unto the Tenant for the term of twelve years
       subject to the provisions for earlier determination in Clause 4.17 from
       and including 25/th/ December 1998 (the "Term") PAYING THEREFOR:

       FIRSTLY, yearly and proportionately for any part of a year, the rent
       specified in the Fourth Schedule, by equal quarterly payments in advance
       on the usual quarter days in every year, the first such payment or a
       proportionate part of it (being a proportionate part of the rent
       specified in paragraph 2 of the Fourth Schedule from the date hereof to
       the first anniversary of the date from which the Term is calculated,
       after deduction of the quarterly instalments of such yearly rent payable
       on the intervening usual quarter days) to be made on the date hereof;

       SECONDLY on demand by way of additional rent (and the Landlord's remedies
       for recovering rent in arrears shall apply hereto) a sum representing
       interest at the rate of four pounds per centum per annum above the
       Midland Bank Plc base lending rate in force at the date the rent falls
       due upon any payment of rent outstanding and unpaid upon the date when
       the payment of rent fell due and upon any other sum or sums of money
       payable under the terms of this Lease by the Tenant to the Landlord which
       shall remain unpaid the interest to be charged from the date upon which
       the payment of rent fell due or the said sum or sums was or were (as the
       case may be) demanded in writing throughout the entire period during
       which the payment of rent or other sum or sums remain outstanding or
       unpaid Provided always that this Clause shall not prejudice in any way
       the Landlord's right of re-entry contained in Clause 4.1 hereof

       THIRDLY as additional rent a proportionate part (hereinafter called "the
       service rent") of the Maintenance Charge (which expression in this Lease
       shall mean the aggregate in any


                                       2
<PAGE>

       one year of the costs expenses provisions liabilities and payments
       properly incurred or otherwise provided for by the Landlord in relation
       to the matters set forth in the Third Schedule hereto) being subject to
       the following terms and provisions:

1.1    the amount of the service rent shall be ascertained and certified
       annually by a certificate (hereinafter called "the certificate") signed
       by the Landlord or its Managing Agents (which expression in this Lease
       shall mean the Agents (if any) nominated by the Landlord and for the time
       being thereunder duly authorised by the Landlord and includes their sub-
       agents to whom if requested by the Landlord in writing all communications
       intended for the Landlord shall be addressed) so soon after the end of
       the Landlord's financial year as may be practicable and shall relate to
       such year in manner hereinafter mentioned

1.2    the expression "the Landlord's financial year" shall mean the period from
       the First day of April to the Thirty-first day of March or such other
       annual period as the Landlord may in its discretion from time to time
       determine

1.3    a copy of the certificate for each such financial year shall be supplied
       by the Landlord to the Tenant on written request and without charge to
       the Tenant

1.4    the certificate shall contain a fair and accurate summary of the
       Landlord's said expenses and outgoings incurred by the Landlord during
       the Landlord's financial year to which it relates and the certificate (or
       a copy thereof duly certified by the person by whom the same was given)
       shall be conclusive evidence for the purposes hereof of the matters which
       it purports to certify save in case of manifest error or mis-statement

1.5    the annual amount of the service rent payable by the Tenant as aforesaid
       shall be:

               (A)    a percentage of the Maintenance Charge which is calculated
                      by comparing the gross internal floor area of the Demised
                      Premises with the total gross internal floor area of all
                      premises (including the Demised Premises) let or available
                      for letting (including any premises the freehold of which
                      has been sold by the Landlord but subject to the payment
                      to the Landlord of a service charge contribution) from
                      time to time on the Science Park (as defined in the First
                      Schedule) and the determination of such percentage by the
                      Landlord or its Managing Agents shall be final

               (B)    together with the whole of the insurance charge set forth
                      in Paragraph 15 of the Third Schedule

1.6    on the usual quarter days in each year during the Term the Tenant shall
       pay to the Landlord such a sum (hereinafter referred to as "advance
       payment") in advance and on account of the service rent for the
       Landlord's financial year then current as the Landlord or its Managing
       Agents shall from time to time specify to be fair and reasonable


                                       3
<PAGE>

1.7    within a reasonable period after the end of each Landlord's financial
       year the Landlord shall furnish to the Tenant an account of the service
       rent payable by the Tenant for that year due credit being given therein
       for the advance payments made by the Tenant in respect of the said year
       and upon the furnishing of such account there shall be paid by the Tenant
       to the Landlord the service rent or any balance found payable or there
       shall be allowed or (after the expiry of the Term) repaid by the Landlord
       to the Tenant any amount which may have been overpaid by the Tenant by
       way of advance payment as the case may require PROVIDED ALWAYS that the
       provisions of this sub-clause shall continue to apply notwithstanding the
       expiration or sooner determination of the Term but only in respect of the
       period down to such expiration or sooner determination as aforesaid

1.8    it is hereby agreed and declared that the Landlord shall not be entitled
       to re-enter under the provision in that behalf hereinafter contained by
       reason only of the non payment by the Tenant of any advance payment as
       aforesaid prior to the issue of the certificate for the preceding
       financial year but nothing in this Clause or this Lease contained shall
       disable the Landlord from maintaining an action against the Tenant in
       respect of non payment of any such advance payment notwithstanding that
       the certificate had not been issued at the time of the proceedings
       subject nevertheless to proof in such proceedings by the Landlord that
       the advance payment demanded and unpaid is of a fair and reasonable
       amount having regard to the prospective service rent ultimately payable
       by the Tenant

2.     THE  TENANT  HEREBY  COVENANTS  WITH  THE  LANDLORD  AS  FOLLOWS:

2.1    To pay Rent

       To pay the rents hereby reserved and made payable on the days and in
       manner aforesaid without any deductions or set off and (unless the
       Landlord agrees otherwise) to pay the rent first reserved (together with
       any VAT on it) by Banker's standing order.

2.2    To pay Outgoings

       2.2.1    From time to time and at all times throughout the Term to pay
                and discharge all existing and future rates taxes duties charges
                community charges and assessments surcharges impositions and
                outgoings whatsoever whether parliamentary local or of any other
                description which now are or may at any time during the Term be
                assessed imposed or charged upon or payable in respect of the
                Demised Premises or any part thereof or upon the owner or
                occupier in respect thereof or payable by either in respect
                thereof and whether of national or local and whether of a
                capital or revenue nature and even though of a wholly novel
                character provided that the Tenant shall not in any event be
                liable for any payments as shall be occasioned by any
                development disposition of or dealing with the ownership of any
                estate or interest expectant in reversion on the determination
                of the Term or subject to Clause 4.6 hereof upon the rents
                received by the Landlord


                                       4
<PAGE>

       2.2.2    To pay all charges for water, gas and electricity (including
                meter rents) consumed in the Demised Premises during the Term.

       2.2.3    To keep the Demised Premises in ratable occupation during the
                last three months of the Term or such longer period as The
                Secretary of State may specify as "the standard period" for the
                purpose of Section 42 of the Local Government Planning and Land
                Act 1980

       2.2.4    Immediately and in any case within seven days of receipt of any
                proposal by the Valuation Officer or Rating Authority respecting
                the rating assessment of the Demised Premises to give notice
                thereof to the Landlord and not to agree to any such proposal
                without the Landlord's written consent (such consent not to be
                unreasonably withheld or delayed)

2.3    To repair and keep clean and tidy

       2.3.1    Subject always to the proviso hereinafter appearing well and
                substantially to repair cleanse maintain and keep in good and
                substantial repair and condition the Demised Premises and
                without prejudice to the generality of the foregoing well and
                substantially to repair and keep in repair and maintain all
                party walls (jointly with tenants of adjoining premises) and all
                fencing and boundary walls lighting heating and ventilation and
                drainage systems plate glazing water gas and other installations
                fire fighting equipment and all other machinery and Landlord's
                fixtures and fittings in the Demised Premises and exclusively
                serving the same and all sewers drains channels watercourses
                gutters rainwater and soil pipes and cables and supply lines
                exclusively serving the same (damage by any of the insured risks
                save where the insurance moneys shall be irrecoverable in
                consequence of any act or default of the Tenant or its agents
                licensees servants or invitees or damage to the Tenant's trade
                fixtures fittings and stock (if any) only excepted)

       2.3.2    To keep Demised Premises maintained to a good standard of
                decorative order and properly clean and, as often as necessary
                and at least once in every third year as to the exterior of the
                Demised Premises and once in every fifth year as to the interior
                of the Demised Premises and also in the last year of the Term
                (but not twice in any period of 18 months), to redecorate and
                treat the Demised Premises with appropriate materials in a good
                and workmanlike manner (and during the last year of the Term in
                a colour scheme and with materials approved by the Landlord).

       2.3.3    Without prejudice to the generality of the foregoing to clean
                all glazing (both inside and outside and including frames) in
                the Demised Premises as often as shall reasonably be necessary
                but not less than once in every three months


                                       5
<PAGE>

       2.3.4    To clean the brickwork cladding and other finishes in a
                workmanlike manner as often as shall reasonably be considered
                necessary by the Landlord

       2.3.5    Immediately preceding the determination of the Term (howsoever
                determined) to thoroughly clean and scour the external and
                internal parts of the Demised Premises and leave the same clean
                and secure in every respect on the last day of the Term


       2.3.6    To make good all damage caused to the Demised Premises and all
                other parts of the Science Park (as defined in the First
                Schedule hereto) by the Tenant its servants agents or licensees
                or caused in the furtherance of theft and within one month (or
                within twenty-four hours in case of emergency) after service
                upon the Tenant by the Landlord of a notice in writing
                specifying any repairs for which the Tenant is responsible and
                necessary to be done to commence and thereafter proceed
                diligently to complete the execution of such repairs and if the
                Tenant shall fail so to do the Landlord may execute such repairs
                and the cost thereof shall be a debt due from the Tenant to the
                Landlord and be forthwith recoverable by action and the
                Landlord's remedies for recovering rent in arrears shall apply
                hereto

       2.3.7    To pay the Landlord forthwith upon written demand (and the
                Landlord's remedies for recovering rent in arrears shall apply
                hereto) the reasonable cost to the Landlord of inspecting
                repairing maintaining renewing replacing any party walls
                separating the Demised Premises from any adjoining premises in
                case of failure by the Tenant to comply with its obligations
                under Clause 2.3.1. of this Lease.

       2.3.8    To take all steps necessary to prevent the freezing of water
                pipes in the Demised Premises

       PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent
       or inherent defects in the Demised Premises.

2.4    Landlords discretion as to painting and repairs and of making regulations

       To abide by the decision of the Landlord or the Landlord's Managing
       Agents as to whether and the time and manner in which any work ought to
       be done pursuant to the covenants in sub- clause 2.3. of this Clause and
       to comply with their reasonable directions in that behalf and as to the
       mode of bringing telephone communication wires into the Demised Premises
       and to abide by all reasonable regulations from time to time in force
       (written details of which shall have first been given to the Tenant)
       relating to the use of any parts of the Science Park which the Tenant is
       entitled to use but which are not included in the Demised Premises the
       Landlord being entitled to make and from time to time amend any such
       regulations as it shall at its discretion think appropriate for the
       preservation of the quality and character of the Science Park and the
       amenities thereof


                                       6
<PAGE>

       and the wellbeing of its occupants (including but without limiting the
       generality of the foregoing regulations restricting the use of the
       Science Park but not the Demised Premises for such periods as the
       Landlord shall deem reasonably necessary or expedient in the interests of
       safety expedition of repairs or decorations or otherwise)

2.5    Restriction on effluent and rubbish

       2.5.1    Not to discharge into the drains of the Landlord any affluent
                other than storm water or into the sewers of the Landlord any
                effluent other than sewerage water and soil otherwise than as
                authorised by licence issued by Anglian Water Plc or Geodesys
                Limited or other drainage authority for the time being having
                jurisdiction in relation to the Science Park and strictly in
                compliance with all conditions regulations and requirements
                attaching to such licence PROVIDED THAT the Tenant shall at all
                times indemnify the Landlord in relation to any liability for
                contamination or other costs, claims or damage whatsoever or
                howsoever arising from and directly attributable to such
                discharge and not to wash down vehicles of any type on any part
                of the Science Park

       2.5.2    To supply to the Landlord within 7 days of a request therefor a
                copy of any licence obtained by the Tenant pursuant to Sub-
                Clause 2.5.1. above.

       2.5.3    Not to form any refuse dump or rubbish or scrap heap on the
                Demised Premises or in any yard passageway staircase or balcony
                adjacent thereto but to remove as frequently as reasonably
                necessary all refuse rubbish and scrap and all used tins cans
                boxes and other containers which may have accumulated on the
                Demised Premises and to use the refuse disposal receptacles (if
                any) provided by the Landlord and to keep the Demised Premises
                generally free from weeds deposit of materials or refuse and
                clean and tidy and not to bring or keep or suffer to be brought
                or kept upon the Demised Premises or on any part of the Science
                Park anything which is or may become untidy unclean unsightly or
                in any way detrimental to the amenity of the neighbourhood and
                within two working days to comply with the requirements of any
                written notice from the Landlord to restore any amenity injured
                as aforesaid and in the event of the Tenant failing to comply
                with such notice the Landlord shall be entitled to enter upon
                the Demised Premises or elsewhere on the Science Park and carry
                out any works necessary to comply with such notice and to
                recover the reasonable cost thereof from the Tenant which shall
                at the option of the Landlord be recoverable from the Tenant as
                rent in arrear

2.6    To permit entry for inspection

       2.6.1    To permit the Landlord or the Landlord's Managing Agents or such
                workmen as may be authorised in writing by them respectively at
                all reasonable times within forty-eight hours of notice in
                writing from the Landlord to the Tenant (except in


                                       7
<PAGE>

                case of emergency when no notice shall be required) to enter the
                Demised Premises and take a plan and examine the state of repair
                and condition of the same and to keep inventories of the
                fixtures and things to be surrendered at the expiry of this
                Lease and within one calendar month or sooner if requisite after
                notice in writing to the Tenant of all defects and wants of
                reparation for which the Tenant is liable under the covenants on
                his part herein contained found on such examination shall have
                been given or left at the Demised Premises to proceed diligently
                to repair and make good the same according to such notice and
                the covenants and conditions and in accordance with the
                requirements of the Landlord or the Landlord's Managing Agents
                and in case the Tenant shall make default in so doing within one
                month of the service of such notice (or within twenty-four hours
                in case of emergency in the opinion of the Landlord) it shall be
                lawful for workmen and others to be employed by the Landlord to
                enter upon the Demised Premises and repair and restore the same
                and all costs and expenses incurred thereby and Value Added Tax
                thereon (including Surveyor's and other professional fees) shall
                on demand be paid by the Tenant to the Landlord and if not so
                paid shall be recoverable by the Landlord as rent in arrear

       2.6.2    To permit the Landlord or its Agents or workmen at al reasonable
                times within forty-eight hours of notice in writing from the
                Landlord to the Tenant (except in case of emergency when no
                notice shall be required) to enter upon the Demised Premises for
                the purpose of executing repairs additions or alterations
                painting and redecoration to or upon any adjoining or
                neighbouring premises or for making repairing renewing or
                connecting or cleansing any services belonging to or leading
                from the same such persons causing as little inconvenience or
                interruption to business as possible and making good to the
                reasonable satisfaction of the Tenant all damage to the Demised
                Premises thereby occasioned

       2.6.3    The Tenant shall indemnify the Landlord from and against all
                liability whatsoever including all actions proceedings costs
                claims and demands brought or made against the Landlord under or
                by virtue of the Defective Premises Act 1972 or any Act or Acts
                for the time being amending or replacing the same or any
                regulations or orders made thereunder in the event of the
                Landlord exercising the right to enter the Demised Premises to
                carry out any description of maintenance or repair thereof under
                the power contained in sub-clause 2.6.1. of this sub-clause

2.7    Restriction on Alterations

       2.7.1    Not to make any structural alterations to the Demised Premises
                or any part thereof nor to erect any new buildings or extensions
                thereon and without prejudice to the generality of the foregoing
                not to install any outlets for pipes wires cables or flues
                through the walls doors or windows of the Demised Premises (save
                as hereinafter contained) Provided always that the cutting of
                one or more doors or similar openings in a wall or walls
                separating the Demised Premises from any adjoining


                                       8
<PAGE>

                premises occupied by the Tenant shall not for the purposes of
                this sub-clause be regarded as a structural alteration and shall
                require the consent of the Landlord under Clause 2.7.2

       2.7.2    Not without the previous consent in writing of the Landlord such
                consent not to be unreasonably withheld or delayed (and then
                only in accordance with plans previously approved in writing by
                the Landlord such approval not to be unreasonably withheld or
                delayed and subject to conditions reasonably imposed by and
                under the supervision and to the reasonable satisfaction of the
                Landlord or its Surveyors or Architects) to make any non-
                structural alterations or additions to the Demised Premises
                (excepting the installation of or alterations to internal
                demountable partitioning for which no consent will be necessary)
                and if required by the Landlord to reinstate all such approved
                alterations and modifications (including demountable
                partitioning) at the end of the Term (or (if earlier) in the
                case of works to create an opening in walls separating the
                Demised Premises from adjoining premises occupied by the Tenant
                the date on which the adjoining premises cease to be occupied by
                the Tenant) to the reasonable satisfaction of the Landlord or
                its Surveyor.

       2.7.3    At the expiry of the Term (howsoever determined) (or (if
                earlier) in the case of works to create an opening in walls
                separating the Demised Premises from adjoining premises occupied
                by the Tenant the date on which the adjoining premises cease to
                be occupied by the Tenant) if and to the extent required by the
                Landlord to remove all alterations or additions made to the
                Demised Premises or any part by the Tenant or its predecessors
                in title prior to the date of this lease pursuant to any
                previous tenancy of the Demised Premises under which the Tenant
                or any predecessor in title of the Tenant was permitted to carry
                out alterations to the Demised Premises subject to a liability
                to reinstate and where the Tenant or the predecessor in title
                did not reinstate the alterations on the determination of that
                tenancy and to restore and make good the Demised Premises in a
                good and workmanlike manner to the condition and design which
                existed before the alterations were made to the reasonable
                satisfaction of the Landlord or its surveyor.

2.8    Not to affix heavy apparatus or exceed loads or overload services

       2.8.1    Not to affix to the structure or any part of the Demised
                Premises any heating apparatus ducting pipes or electric power
                cables or any crane or hoist for the lifting or transport of
                merchandise or other goods without the written permission of the
                Landlord first obtained such permission not to be unreasonably
                withheld or delayed such permission to be hereby deemed and
                acknowledged in relation to any such apparatus pipes cables
                crane or hoist affixed to the Demised Premises by the Tenant
                prior to the date hereof pursuant to any previous lease.


                                       9
<PAGE>

       2.8.2    Not to suspend or permit or suffer to be suspended any heavy
                load from the ceilings or main structure of the Demised Premises
                nor load or use or permit or suffer to be loaded or used the
                floor or structure of the Demised Premises in any manner which
                will in any way impose a weight or strain in excess of that
                which such premises are constructed to bear with due margin for
                safety or which will in any way strain or interfere with the
                structural members thereof

       2.8.3    Not to overload the services to the Demised Premises

       2.8.4    To pay to the Landlord on demand all reasonable costs reasonably
                incurred by the Landlord in obtaining the opinion of a suitably
                qualified engineer as to whether the Tenant has been in breach
                of this sub-clause 2.8 and the Landlord's remedies for
                recovering rent in arrears shall apply hereto

2.9    Not to avoid insurance

       2.9.1    Not to do or permit or suffer to be done anything (save that the
                permitted use from time to time shall not be deemed to be a
                breach of this covenant) whereby the policy or policies of
                insurance of the Demised Premises and/or the adjoining or
                neighbouring premises of the Landlord may become void or
                voidable and to comply with all reasonable recommendations and
                requirements of the insurers as to fire precautions relating to
                the Demised Premises

       2.9.2    To pay to the Landlord on demand any increased premium which the
                Landlord may be reasonably required to pay under any insurance
                policy in respect of the Demised Premises or any other property
                of the Landlord arising from the user as hereinafter mentioned
                of the Demised Premises and all such payment shall be added to
                the rent hereinbefore reserved and shall be recoverable as rent

       2.9.3    In the event of the Demised Premises or any part thereof being
                destroyed or damaged by any of the insured risks and the
                insurance moneys under any insurance against the same effected
                thereon by the Landlord being wholly or partly irrecoverable by
                reason solely or in part of any act or default of the Tenant or
                its agents licensees servants or invitees then and in every such
                case the Tenant will forthwith (in addition to the said rent)
                pay to the Landlord the irrecoverable proportion of the cost of
                completely rebuilding and reinstating the same

       2.9.4    Not to effect any policy of insurance of its own in respect of
                risks covered by the insurance effected by the Landlord of the
                Demised Premises (and in default any insurance money received by
                or payable to the Tenant shall become the property of the
                Landlord)

2.10   Dangerous substances

                                      10
<PAGE>

         2.10.1   Not to keep or permit or suffer to be kept on the Demised
                  Premises any material liquid or gas of a dangerous combustible
                  corrosive explosive flammable radio-active or offensive nature
                  otherwise than in accordance with the provisions of any
                  relevant Act or Acts of Parliament or regulations made
                  thereunder or issued by the Health and Safety Executive or any
                  other like statutory body for the time being in force and
                  after due notice to the Landlord and the insurers of the
                  Demised Premises and payment of every increased or extra
                  premium which ought properly to be paid and in any event not
                  to store in the Demised Premises materials the keeping of
                  which may contravene any statute order or regulation or bye-
                  law

         2.10.2   If it shall be necessary for the Landlord or any tenant of any
                  unit adjoining the Demised Premises to carry out any work to
                  such adjoining unit as a result of the storage in the Demised
                  Premises or any of the substances mentioned in sub-clause
                  2.10.1 hereof then the Tenant shall forthwith on demand pay to
                  the Landlord or such adjoining tenant the cost incurred in
                  carrying out such work as aforesaid

         2.10.3   Within seven days of a request by the Landlord to supply to
                  the Landlord copies of any applications made by the Tenant to
                  any statutory or other authority or body for consent to keep
                  any of the matters referred to in sub-clause 2.10.1 hereof on
                  the Demised Premises together with copies of any licences
                  issued pursuant to any such applications

2.11     Dealings with the lease

         2.11.1   Not to transfer, mortgage, charge, hold on trust for another,
                  underlet or otherwise part with possession of any part (as
                  distinct from the whole) of the Demised Premises or agree to
                  do so.

         2.11.2   Not to transfer, hold on trust for another, underlet or
                  otherwise part with possession of the whole of the Demised
                  Premises or agree to do so, except that the Tenant may
                  transfer or underlet the whole of the Demised Premises if,
                  before the transfer or underletting is completed, the Tenant
                  complies with the conditions described in clause 2.11.3 or
                  clause 2.11.4, as applicable.

         (Assignment)

         2.11.3   The conditions (which are specified for the purposes of
                  section 19(1A) of the Landlord and Tenant Act 1927 and which
                  operate without prejudice to the Landlord's right to withhold
                  consent on any reasonable ground) applying to a transfer of
                  the whole of the Demised Premises are:

                  (A)      that the Tenant enters into an authorised guarantee
                           agreement, as defined in section 16 of the Landlord
                           and Tenant (Covenants) Act 1995, with the Landlord in
                           the form of the draft set out in the Sixth Schedule
                           hereto; and

                                      11
<PAGE>

                  (B)   that any guarantor of the Tenant's obligations
                        guarantees to the Landlord that the Tenant will comply
                        with the authorised guarantee agreement in a form which
                        the Landlord reasonably requires; and

                  (C)   that, subject as provided in paragraph ((D)) and if the
                        Landlord so reasonably requires, the proposed assignee
                        procures one, but not both, of the following:

                        (1)   covenants with the Landlord by an additional
                              guarantor or guarantors approved by the Landlord
                              (who shall act reasonably in giving its approval),
                              in terms having a form and content reasonably
                              required by the Landlord; or


                        (2)   a deposit with the Landlord of an amount in
                              cleared funds equal to half of the then current
                              yearly rent first reserved by this lease and an
                              amount equal to VAT on that amount, on terms which
                              the Landlord reasonably requires; and

                  (D)   if the proposed transfer is to a Group Company (which
                        expression shall have the meaning set out in Section 42
                        of the Landlord and Tenant Act 1954); and

                        (1)   if the Tenant's obligations, or any of them, are
                              guaranteed by another Group Company, that such
                              Group Company covenants with the Landlord terms
                              having a form and content reasonably required by
                              the Landlord; or

                        (2)   if the Tenant's obligations are not guaranteed by
                              another Group Company and if the transferee is
                              not, in the Landlord's reasonable opinion, of
                              equal financial standing to the Tenant, that the
                              proposed transferee procures covenants by a Group
                              Company other than the Tenant and the transferee
                              and which is, in the Landlord's reasonable
                              opinion, of equal financial standing to the
                              Tenant, in a form which the Landlord reasonably
                              requires; and

                        (3)   whether or not paragraph (D)(1) or (2) applies, if
                              the tenant's obligations, or any of them, are
                              secured by a security deposit, the proposed
                              transferee procures a deposit with the Landlord of
                              the amount and on terms described in paragraph
                              (C)(2); and

                  (E)   that the Landlord's consent, which will not be
                        unreasonably withheld, is obtained to, and within two
                        months before, the transfer.

                                      12
<PAGE>

         (Underletting)

         2.11.4   Not to underlet the whole of the Demised Premises except:

                  (A)    to a person who has covenanted with the Landlord:

                         (1)    to observe the Tenant's obligations in this
                                Lease (other than the payment of rents);

                         (2)    not to transfer the whole of the Demised
                                Premises without the Landlord's consent (which
                                shall not be unreasonably withheld if the
                                conditions which are referred to in clause
                                2.11.3 are first satisfied); and

                         (3)    not to transfer part of the Demised Premises or
                                to underlet or otherwise part with possession or
                                share the occupation of the Demised Premises or
                                any part of them;

                  (B)    by reserving as a yearly rent, without payment of a
                         fine or premium, an amount equal to their then open
                         market rack rental value such rent to be approved by
                         the Landlord (who shall not unreasonably withhold it)
                         and to be payable by equal quarterly instalments in
                         advance on the usual quarter days and by reserving, as
                         additional rents, amounts equal to and payable at the
                         same times as the other rents reserved by this lease;

                  (C)    by a form of underlease (which does not express any sum
                         to be payable by reference to a percentage or
                         proportion of the rent or any other sum payable under
                         this lease, but which requires it to be payable and
                         assessed in accordance with the same principles as are
                         required by this lease) to be approved by the Landlord,
                         such approval not to be unreasonably withheld;

                  (D)    by a form of underlease which requires:

                         (1)    the principal rent reserved by it to be reviewed
                                upwards only at each of those Review Dates which
                                will occur during the sub-term, in accordance
                                with the same principles which apply to rent
                                reviews under this lease;

                         (2)    the underlessee to observe the Tenant's
                                obligations (other than the obligation to pay
                                rents under this lease) to the extent they
                                relate to the Demised Premises and containing:

                                (a)   a condition for re-entry by the
                                      underlessor on breach of any obligation by
                                      the underlessee;

                                      13
<PAGE>

                                (b)   a qualified covenant not to transfer the
                                      whole of the Demised Premises (subject to
                                      prior compliance with conditions as set
                                      out in clause 2.11.3) and an unqualified
                                      covenant not to transfer part of the
                                      Demised Premises or to underlet or
                                      otherwise part with possession or share
                                      the occupation of the Demised Premises or
                                      any part of them;

                                (c)   an agreement excluding sections 24 to 28
                                      inclusive of the Landlord and Tenant Act
                                      1954 in relation to the underlease,
                                      pursuant to an Order duly made under
                                      section 38(4) of that Act; and

                (E)    with the Landlord's consent, issued within two months
                       before completion of the underletting, which consent
                       (subject to compliance with the foregoing conditions
                       precedent) shall not be unreasonably withheld.

         2.11.5 To enforce the observance by every underlessee of the provisions
                of the underlease and not expressly or impliedly to waive any
                breach of them, nor to vary the terms of any underlease.

         2.11.6 Not to agree any reviewed rent payable under an underlease until
                the principal rent reserved by this Lease has been reviewed and
                agreed in accordance with the provisions of the Fourth Schedule
                hereto.

         (Sharing occupation)

         2.11.7 Not to share occupation of the Demised Premises or any part of
                them.

2.12     Notifying Landlord of dealings with the lease

         2.12.1 Within ten working days after any disposition or devolution of
                this lease, or of any estate or interest in or derived out of
                it, to give the Landlord notice of the relevant transaction with
                a certified copy of the relevant document, and to pay the
                Landlord a fair and reasonable fee of not less than twenty five
                pounds for registering each notice.

         2.12.2 To notify the Landlord of particulars of the determination of
                every rent review under any underlease of the Demised Premises
                within fourteen days after the date of determination.

2.13     To pay costs of notices and consents and orders

         2.13.1 To pay all proper and reasonable costs charges and expenses
                (including Solicitors

                                      14
<PAGE>

                  costs and Surveyors fees) incurred by the Landlord in any
                  proceedings under Sections 146 and 147 of the Law of Property
                  Act 1925 or any statutory provision replacing the same
                  notwithstanding that forfeiture is avoided otherwise than by
                  relief granted by the Court

         2.13.2   To reimburse to the Landlord on demand all proper and
                  reasonable fees costs charges and expenses incurred or
                  suffered by the Landlord arising out of or in connection with
                  or incidental to any application or request by the Tenant in
                  connection with the Demised Premises or any provisions of this
                  Lease whether or not the same shall be proceeded with by the
                  Tenant or shall be granted subject to conditions or arising
                  out of or in connection with any steps in connection with the
                  preparation and service of a Schedule of Dilapidations during
                  or within ninety days after the expiry of sooner determination
                  of the Term or within ninety days after the tenant vacates the
                  Demised Premises whichever shall be the later (but in relation
                  only to dilapidations occurring during the Term)

         2.13.3   To pay all proper and reasonable legal costs and disbursements
                  incurred by the Landlord in the recovery of arrears of rent
                  and any other monies due hereunder from the Tenant to the
                  Landlord and proceedings in connection therewith

2.14     User

         2.14.1   Subject to sub-clause 2.16 hereof to use the Demised Premises
                  for such use within Class B1 of the Town and Country Planning
                  (Use Classes) Order 1987 as shall be first approved in writing
                  by the Landlord (such consent not to be unreasonably withheld
                  or delayed where the proposed use is compatible with uses on a
                  Science Park and does not conflict with good estate
                  management) and for no other purpose

         2.14.2   Not to use the car parking spaces on the Science Park
                  allocated to the Tenant pursuant to the provisions of the
                  First Schedule otherwise than for parking private motor cars
                  of the Tenant its employees and visitors

2.15     Advertisements and signs

         2.15.1   Not to affix or permit to be affixed or exhibited to or upon
                  any part of the exterior of the Demised Premises or on the
                  interior visible from the exterior any placard poster sign
                  notice or advertisement save those of a type size and in
                  positions approved in writing by the Landlord

         2.15.2   At the end of the Term (howsoever determined) and if so
                  required by the Landlord to remove such placard poster sign or
                  advertisement from the Demised Premises and to make good to
                  the reasonable satisfaction of the Landlord or its Surveyors
                  any damage caused to the Demised Premises by such removal

                                      15
<PAGE>

         2.15.3   Always to display and maintain a suitable sign in a location
                  reasonably prescribed by the Landlord showing the name (or
                  trading name) of every permitted occupier of the Demised
                  Premises

2.16     To comply with statutory provisions

         2.16.1   At all times during the Term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment (which expression in this covenant includes as well
                  any and every Act of Parliament already or hereafter to be
                  passed as any and every order regulation and bye-law already
                  or hereafter to be made under or in pursuance of any such Act)
                  so far as they relate to or affect the user of the Demised
                  Premises or any additions or improvements thereto or the user
                  thereof for the purpose of any manufacture process trade or
                  business or the employment therein of any person or persons or
                  any fixtures machinery plant or chattels for the time being
                  affixed thereto or being thereupon or used for the purposes
                  thereof and to execute all works and provide and maintain all
                  arrangements which by or under any enactment or by any
                  government department local authority or other public
                  authority or duly authorised officer or court of competent
                  jurisdiction acting under or in pursuance of any enactment are
                  or may be directed or required to be executed provided and
                  maintained at any time during the Term upon or in respect of
                  the user of the Demised Premises or any additions or
                  improvements thereto or in respect of any such user thereof or
                  employment therein of any person or persons for fixtures
                  machinery plant or chattels as aforesaid whether by the
                  Landlord or Tenant thereof and to indemnify the Landlord at
                  all times against all costs charges and expenses of or
                  incidental to the execution of any works or the provision or
                  maintenance of any arrangements so directed or required as
                  aforesaid and not at any time during the Term to do or omit or
                  suffer to be done or omitted on or about the Demised Premises
                  any act or thing by reason of which the Landlord may under any
                  enactment incur or have imposed upon him or become liable to
                  pay any penalty damages compensation costs charges or expenses
                  and to keep the Landlord effectually indemnified against all
                  such compensation damages penalties costs charges or expenses

         2.16.2   At all times during the Term to comply in all respects with
                  the provisions and requirements of any Town and Country
                  Planning Act or Acts for the time being in force and any
                  regulations and orders made thereunder and all licences
                  consents permissions (to the extent such permissions shall be
                  implemented) and conditions (if any) granted or imposed
                  thereunder or under any enactment repealed thereby so far as
                  the same respectively relate to or affect the Demised Premises
                  or any part thereof or any operations works act or things
                  already or hereafter to be carried out executed or done or
                  omitted thereon or the use thereof for any purpose and before
                  making any applications to the Local Authority for planning
                  permission or bye-law consent to obtain the consent in writing
                  of the Landlord (which consent shall not be unreasonably
                  withheld or delayed) to such application and to provide the

                                      16
<PAGE>

                  Landlord with copies of the relevant application and
                  accompanying drawings and on the granting of such planning
                  permission or bye-law consent to supply copies thereof to the
                  Landlord

         2.16.3   Unless the Landlord shall otherwise direct to carry out before
                  the expiration or sooner determination of the Term any works
                  stipulated to be carried out to the Demised Premises by a date
                  subsequent to such expiration or sooner determination as a
                  condition of any planning permission which may have been
                  granted and acted upon by the Tenant during the Term

         2.16.4   To give notice to the Landlord as soon as reasonably
                  practicable after receipt of the same of any notice order or
                  proposal for a notice or order served on the Tenant under any
                  legislation and if so reasonably required by the Landlord to
                  produce the same and at the request and cost of the Landlord
                  to make or join in making such objections or representations
                  in respect of any proposals as the Landlord may reasonably
                  require

         2.16.5   At all times during the Term to comply with all requirements
                  from time to time of the appropriate authority in relation to
                  means of escape from the Demised Premises in case of fire and
                  at the expense of the Tenant to keep the Demised Premises
                  sufficiently supplied and equipped with fire fighting and
                  extinguishing apparatus and appliances of a type to be
                  approved from time to time by the relevant Fire Authority and
                  suitable in all respects to the type of user of or business
                  manufacture process or trade carried on upon the Demised
                  Premises which shall be open to the inspection of the Landlord
                  and also not to obstruct the access to or means of working
                  such apparatus and appliances by their operations at or
                  connected with the Demised Premises

2.17     Restriction on nuisance and auctions

         2.17.1   Not to use the Demised Premises or any part thereof for any
                  immoral purpose or for any noisy noisome dangerous or
                  offensive trade business manufacture operation or occupation
                  provided that the permitted user from time to time shall be
                  deemed not to be in breach of this clause and also not to do
                  or permit to be done thereon anything which may be or grow to
                  the damage nuisance disturbance or annoyance of the Landlord
                  or the occupiers of any adjoining or neighbouring premises or
                  permit any sale by auction to be held upon the Demised
                  Premises or any part thereof or permit the Demised Premises to
                  be used for residential purposes or as sleeping accommodation

         2.17.2   To pay to the Landlord all proper and reasonable costs charges
                  and expenses which may properly and reasonably be incurred by
                  the Landlord in abating a nuisance caused by the Tenant or its
                  servants licensees or customers and executing all such works
                  as may be necessary for abating a nuisance in obedience

                                      17
<PAGE>

                  to a notice served by a local or public authority on the
                  Landlord or the Tenant in respect of the Demised Premises

         2.17.3   Not at any time to permit any musical instrument gramaphone or
                  similar apparatus to be played or used on the Demised Premises
                  so as to be audible from outside the Demised Premises

         2.17.4   Sound insulation

                  To comply in all respects with any scheme or requirement which
                  may be imposed by the Local Planning Authority in connection
                  with the sound insulation of all plant and machinery

         2.17.5   Restriction on noise

                  Without prejudice to the preceding provisions of this Clause
                  2.17 hereof to ensure that the noise from operations conducted
                  on the Demised Premises shall not exceed

                         40 db (A) between 08.00 hours and 18.00 hours

                         35 db (A) between 18.00 hours and 22.00 hours

                         and

                         30 db (A) between 22.00 hours and 08.00 hours

                  all as measured on the boundary of the Science Park
2.18     To yield up

         On the expiration or sooner determination of the Term peaceably to
         yield up to the Landlord the Demised Premises in a good tenantable
         state of repair and condition and decoration in accordance with the
         covenants by the Tenant herein contained together with all additions
         and improvements thereto and the keys and all Landlord's fixtures and
         fittings of every kind now in or upon the Demised Premises or which
         during the Term may be affixed or fastened to or upon the same all of
         which shall be at the expiration or sooner determination of the Term
         left complete with all parts and appurtenances thereof and in proper
         working order and condition PROVIDED ALWAYS that the foregoing
         covenants shall not apply to any articles held by the Tenant on hire
         nor to the Tenant's fixtures and fittings and to make good any damage
         caused to the Demised Premises by the removal of tenants and trade
         fixtures and fittings AND PROVIDED FURTHER that if so required by the
         Landlord the Tenant will remove from the Demised Premises such of the
         Tenant's fixtures and fittings as are then installed in the Demised
         Premises as the Landlord shall specify to be removed making good all
         damage caused thereby to the

                                      18
<PAGE>

         Landlord's satisfaction and reinstating the Demised Premises to their
         original condition PROVIDED FURTHER that the Tenant may from time to
         time (but only with the previous consent of the Landlord) substitute
         for any of the Landlord's fixtures and fittings other fixtures and
         fittings of at least as good a kind and quality as the Landlord's
         fixtures and fittings and not less suitable in character.

2.19     Indemnity of the Landlord

         To indemnify and keep indemnified the Landlord from and against
         liability for all loss damage actions proceedings claims demands costs
         damages and expenses of whatever nature in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         or in respect of the infringement disturbance or destruction of any
         right easement or privilege or otherwise by reason of or arising in any
         way directly or indirectly out of:

         2.19.1   the state of repair or condition of the Demised Premises
                  insofar as the Tenant is liable for such state or condition
                  under the covenants herein contained

         2.19.2   the act omission or default of the Tenant its agents employees
                  customers invitees or visitors whilst on or about the Science
                  Park or the Demised Premises

         2.19.3   the construction or existence of any extensions of or
                  alterations to the Demised Premises carried out by or on
                  behalf of the Tenant

         2.19.4   the user of the Demised Premises and other areas of the
                  Science Park by the Tenant or its agents employees invitees or
                  visitors

         2.19.5   anything now or hereafter attached to or on the Demised
                  Premises or the Science Park by or on behalf of the Tenant

2.20     Not to obstruct

         2.20.1   Not to expose or place or permit or suffer to be exposed or
                  placed any goods articles or things whatsoever outside the
                  Demised Premises or upon any part of the Science Park and to
                  keep the same free from obstruction of any kind

         2.20.2   Not to stop up darken or obstruct any windows or lights or
                  ventilators belonging to the Landlord or to other tenants of
                  the Landlord or to tenants of other units on the Science Park
                  or other property adjoining the Demised Premises and not to
                  stop up cover or obstruct access to any services on the
                  Science Park or to any fire escapes and not to give to any
                  third party any acknowledgment that the Tenant enjoys the
                  access of light or air to any windows or openings in the
                  Demised Premises by the consent of such third party or to pay
                  any sum of money to or enter into agreement with such third
                  party for the purpose of inducing or binding him to

                                      19
<PAGE>

                  abstain from obstructing the access of light or air to any
                  such windows or lights or ventilators and in the event that
                  any such third party doing or threatening to do anything which
                  obstructs or would obstruct such access of light or air
                  forthwith in writing to notify the same to the Landlord

         2.20.3   Prevention of acquisition of easements

                  Without prejudice to sub-clause 2.20.2 above not to permit or
                  suffer any owner of adjoining or neighbouring property to
                  acquire any rights of way light or air or other easements over
                  the Demised Premises but as soon as the Tenant becomes aware
                  thereof to inform the Landlord or the Landlord's Managing
                  Agents in writing of any act or thing which may result in the
                  acquisition of any right or privilege over the Demised
                  Premises (for the purpose of enabling the Landlord if it
                  thinks fit to do anything necessary for preventing the
                  acquisition of any such right or privilege and to permit the
                  Landlord and the Landlord's Managing Agents to enter and
                  examine the Demised Premises accordingly) and at the sole cost
                  of the Landlord to join with the Landlord in taking such steps
                  or action as may be reasonably required by the Landlord to
                  prevent any such right or privilege from being acquired

2.21     To notify Landlord of defects and damage

         2.21.1   To notify the Landlord without delay upon becoming aware of
                  any "relevant defects" of which it is aware in the state of
                  the Demised Premises within the meaning of Section 4 of the
                  Defective Premises Act 1972 or any statutory modification or
                  re-enactment thereof and (without prejudice to the foregoing)
                  to give notice thereof as soon as reasonably practicable to
                  the Landlord of any notice or claim affecting the Demised
                  Premises

         2.21.2   In the event of the Demised Premises being destroyed or
                  damaged to give notice thereof immediately to the Landlord or
                  the Landlord's Managing Agents stating the cause of such
                  destruction or damage if the Tenant can in fact determine the
                  cause

2.22     For sale or to let boards

         To permit the Landlord and its surveyors workmen and agents at any time
         during the Term for the purpose of selling or disposing of the
         Landlord's reversionary interest or at any time within six calendar
         months next before the expiration or sooner determination of the Term
         for the purpose of re-letting the Demised Premises to enter upon the
         Demised Premises and to affix and retain upon any suitable part thereof
         (but not so as to block any door or window) a notice board for selling
         or letting the same (with or without any other premises) as the case
         may be and the Tenant will not remove or obscure the same and will at
         all times throughout the Term permit all prospective purchasers or
         tenants by order in

                                      20
<PAGE>

         writing of the Landlord or its agents to enter and view the Demised
         Premises or any part thereof at reasonable hours in the daytime by
         prior appointment without interruption

2.23     Covenants

         To comply with those covenants and other matters affecting the Demised
         Premises and not to interfere with those rights easements or other
         matters (if any) affecting the Demised Premises as (in each case) are
         contained or referred to in the documents referred to in the Fifth
         Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1      Quiet enjoyment

         That the Tenant paying the rents hereby reserved and observing and
         performing the several covenants and stipulations on its part herein
         contained shall peaceably hold and enjoy the Demised Premises during
         the Term without any interference of the Landlord or any person
         rightfully claiming under or in trust for him or by title paramount

3.2      To insure

         3.2.1    Subject to such limitations exclusions and excesses as are
                  required by the insurers normal terms of insurance to keep
                  insured at all times throughout the Term the Demised Premises
                  (with the Tenant's interest being noted upon the policy of
                  insurance if the insurers so permit) against loss or damage by
                  fire explosion lightning storm and tempest riot civil
                  commotion and aircraft and articles dropped therefrom and
                  (where appropriate) flooding impact by vehicle escape of water
                  from burst pipes or other water apparatus (and in time of war
                  against war risks under any statutory insurance scheme which
                  may be applicable to the Demised Premises) the cost of shoring
                  up demolition and site clearance and against such other risks
                  as the Landlord may from time to time reasonably require
                  together with surveyors and architect's fees and three years
                  loss of rent (to include not only the rent currently payable
                  but having reasonable regard to potential increases in rent
                  pursuant to the Fourth Schedule and with any addition to the
                  amount insured as the Landlord may reasonably decide in
                  respect of VAT) in some insurance office of repute to a value
                  equal to the full cost of reinstatement thereof but not
                  necessarily facsimile reinstatement in accordance with local
                  and statutory requirements then current and against loss of or
                  damage to property or personal injury arising by reason of the
                  condition of the Demised Premises or any part thereof or any
                  building erected thereon or anything done therein and to make
                  all payments necessary for that purpose when the same shall
                  respectively become payable and unless the policy of insurance
                  shall be vitiated by act or default of the Tenant or its
                  agents licensees servants or invitees to cause all monies
                  received by

                                      21
<PAGE>

                  virtue of any such insurance (save any monies received in
                  respect of loss of rent) to be forthwith laid out in
                  rebuilding and reinstating the Demised Premises in the event
                  of the Demised Premises being damaged or destroyed as
                  aforesaid unless the Landlord is unable having used its best
                  endeavours (which the Landlord agrees to do) to obtain
                  permission for such rebuilding or reinstatement of the Demised
                  Premises whereupon this demise shall forthwith be at an end
                  without prejudice to any right of action of the Landlord or
                  the Tenant in respect of any antecedent breach of covenant
                  Provided that the Tenant shall have no claim in respect of the
                  said insurance monies

         3.2.2    Whenever reasonably so required by the Tenant to supply to the
                  Tenant sufficient details of such policy or policies of
                  insurance to enable the Tenant to comply with the terms and
                  conditions thereof together with evidence of payment of the
                  premium

3.3      To use all reasonable endeavours to do such of the things and to
         provide such of the services specified in the Third Schedule hereto as
         the Landlord or Landlord's Managing Agents from time to time shall deem
         appropriate and to use its like endeavours to enforce the covenant to
         contribute to the expenses referred to in the Third Schedule which are
         contained in leases of other premises on the Science Park (as defined
         in the First Schedule hereto)

3.4      Unless the Landlord reasonably considers it not to be in the interest
         of other tenants on the Science Park (as defined as aforesaid) to use
         reasonable endeavours at the Tenant's request to enforce the covenants
         contained in leases of other premises on the Science Park (as so
         defined) the Tenant indemnifying the Landlord against its expenses
         properly incurred in so far as they are not recoverable under the
         provisions of the other leases (or otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

4.1      Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if the rents
         reserved or any part thereof shall be unpaid for twenty-one days after
         becoming payable whether formally demanded or not or if any covenant on
         the Tenant's part or condition contained in this Lease shall not be
         performed or observed or if the Tenant for the time being (being a
         company) shall enter into liquidation whether compulsory or voluntary
         (save for the purpose of reconstruction or amalgamation whilst solvent)
         or pass a resolution for winding up (save as aforesaid) or suffer an
         administrator or an administrative receiver to be appointed or being an
         individual or being more than one individual any one of them shall have
         a receiving order made against him or become bankrupt or if the Tenant
         (or if there shall be more than one Tenant any of them) shall enter
         into composition with their or his creditors or suffer any distress or
         execution to be levied on their or his goods than and in any such case
         it shall be lawful for the Landlord at any time thereafter to re-enter
         upon the

                                      22
<PAGE>

         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 or remedy of the Landlord in respect of any
         breach non-observance or non-performance of any of the Tenant's
         covenants or any conditions herein contained

4.2      Notices

         Any notice under this Lease shall be in writing and shall be deemed
         well served if posted to the Registered Office of the recipient or if
         an individual at his last known address or in the case of the service
         on the Tenant at the Demised Premises by first class post recorded
         delivery in which case the date of service shall be the day following
         the date of posting

4.3      Waiver

         No demand for or acceptance of or receipt for rent by the landlord
         after knowledge or notice received by the Landlord or his agents of any
         breach of any of the Tenant's covenants hereunder shall be or operate
         as a waiver wholly or partially of any such breach but any such breach
         shall for all purposes of these presents be a continuing breach of
         covenant so long as such breach shall be subsisting and the Tenant
         shall not be entitled to set up any such demand or acceptance of or
         receipt for rent by the Landlord as a defence in any action or
         proceeding by the Landlord

4.4      Representations

         The Tenant hereby admits that the Demised Premises have been inspected
         by it or on its behalf and the Tenant has entered into this Lease
         solely on the basis of such inspection and upon the terms hereof and
         not in reliance of any collateral contract warranty or representation
         whether written oral or implied made by or on behalf of the Landlord
         other than any made by the Landlord's Solicitors in reply to any
         enquiries raised by the Tenant's Solicitors prior to the date hereof

4.5      Value Added Tax

         For the avoidance of doubt it is hereby declared that where any party
         has an obligation to make payment of any amount hereunder including
         (without prejudice to the generality of the foregoing) the rents hereby
         reserved and any Value Added Tax (or other like tax excise or custom or
         other duty) becomes payable in respect of the supply of any goods or
         services to which such amount relates or by reference to which in whole
         or in part such amount is ascertained then the obligation shall extend
         to and include the Value Added Tax (or other like tax as hereinbefore
         mentioned) or the appropriate proportion thereof

4.6      Rent abatement

         If the Demised Premises or any part thereof shall at any time during
         the Term be

                                      23
<PAGE>

         destroyed or so damaged by fire or other insured risk as to be unfit
         for occupation or use then and in any such case unless the insurance of
         the Demised Premises shall have been forfeited or payment of the said
         policy monies or any part thereof refused by or in consequence of any
         act or default of the Tenant their licensees or agents the rent hereby
         reserved (without prejudice to any monies owing to the Landlord at the
         date of such damage or destruction) or a fair and just proportion
         thereof according to the nature and extent of the damage sustained
         shall from the date of such damage or destruction and until the Demised
         Premises shall have been rebuilt or reinstated and made fit for
         occupation or until the end of the period for which the Landlord shall
         have initiated loss of rent insurance (whichever shall first occur) be
         suspended and cease to be payable

4.7      Ending of the lease following major damage

         If at any time the Demised Premises shall be destroyed or damaged and
         shall not have been reinstated by the Landlord by the date on which the
         insurance for loss of rent effected by the Landlord expires the Tenant
         may at any time thereafter by notice in writing to the Landlord
         determine this Lease and on the tenth working day following the service
         of such notice this Lease shall determine but without prejudice to any
         rights or remedies which may then have accrued in respect of any breach
         of any of the covenants or provisions contained therein provided that
         the Tenant may not determine this Lease if the Landlord had by the date
         falling two years and 6 months from the date of destruction or damage
         commenced and is diligently proceeding with the carrying out of works
         to replace the damaged or destroyed parts of the Demised Premises

4.8      Construction (Design and Management) Regulations 1994

         4.8.1    In this clause:

                  (A)      the expression "Regulations" means the Construction
                           (Design and Management) Regulations 1994 and any
                           expressions appearing in this clause which are
                           defined in the Regulations have the same meaning; and

                  (B)      the expression "relevant work" means any construction
                           work which is undertaken by the Tenant or by a person
                           claiming under it pursuant to an obligation or a
                           right (whether or not requiring the Landlord's
                           consent) under this lease and for the purposes of the
                           Regulations the Tenant irrevocably acknowledges that
                           it, and not the Landlord, arranges the design,
                           carrying out and construction of relevant work.

         4.8.2    The Tenant irrevocably acknowledges that it will be the only
                  client in respect of any relevant work.

         4.8.3    Before any relevant work is commenced the Tenant shall make a
                  declaration in accordance with Regulation 4(4) and shall
                  forthwith serve it on the Executive and

                                      24
<PAGE>

                 a copy of it on the Landlord

         4.8.4   The Tenant shall comply with its obligations as client in
                 respect of any relevant work.

         4.8.5   The Tenant shall promptly provide the Landlord with a complete
                 copy of the health and safety file for all relevant work and
                 (no later than the expiry of the Term) the original health and
                 safety file.

         4.8.6   The provisions of this clause 4.9 shall apply notwithstanding
                 that any consent issued by the Landlord in respect of any
                 relevant work does not refer to the said provisions or to the
                 Regulations.

4.9      Restriction on acquisition of easements

         The Tenant shall not by virtue of this demise be deemed to have
         acquired or be entitled to nor shall it during the Term acquire or
         become entitled by any means whatever in respect of the Demised
         Premises to any right of light or air nor any other easement from or
         over or affecting any other land or premises now or at any time
         hereafter belonging to the Landlord and not comprised in this demise
         save such as is necessary for the carrying on of the Tenant's business
         in the Demised Premises

4.10     Warranty

         Nothing herein contained or implied shall be taken to be a covenant
         warranty or representation by the Landlord that the Demised Premises
         can lawfully be used for any particular purpose or that the Demised
         Premises are fit for any purpose for which the Tenant may use them

4.11     Remedies for dilapidations in the state

         If at the expiration or sooner determination of the Term the Demised
         Premises are not in the state of repair and condition in which they
         should be having regard to the Tenant's covenants herein contained the
         Tenant shall (if so required by the Landlord) pay to the Landlord on
         demand by way of liquidated damages:


         4.11.1  such sum as shall be agreed between the parties and in default
                 of agreement as shall be certified by an independent chartered
                 surveyor to be appointed by the Landlord to represent in his
                 opinion:

                 (A)    the cost of putting the Demised Premises into the state
                        of repair and condition in which they should be as
                        aforesaid and

                      [REMAINING PAGES OF LEASE MISSING]

                                      25
<PAGE>

                              THE FIRST SCHEDULE

                            hereinafter referred to

                     (Description of the Demised Premises)

                             [FIRST PAGE MISSING]








                                     [MAP]

                                      26

<PAGE>

                                     [MAP]

                                      27
<PAGE>

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of the Science Park as is now enjoyed or as will be
         hereafter enjoyed from the Demised Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations

                                      28
<PAGE>

         hereunder or for the repair maintenance or alteration of any adjoining
         premises of the Landlord

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part


                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

Unit B6 Melbourn Science and Business Park

1 x   Stelrad Ideal Elan Wall mounted gas fired boiler

1 x   Brefco fill expansion unit

1 x   Grundfoss U P 15 60 water pump

17 x  Stelrad Accord hot water radiators

1 x   Honeywell frost thermostat

19 x  Surelux light fitting 1200 x 600 recessed with SAS louvres

2 x   Surelux light fitting 600 x 600 recessed with SAS louvres

12 x  Surelux light fitting 1200 x 600 surface SAX LL 3436

2 x   Surelux wall light/emergency light

1 x   Surelux canopy light

1 x   Armstrong Cortege suspended ceiling mineral fibre board tile 600 x 600 x
      15mm set on Armstrong Microlock 15 Exposed grid suspension system (ground
      floor only)

1 x   Channel Safety Systems Ltd 2 zone CH2 fire alarm panel with Bezzell plate,
      three fire bells and two call points

1 x   Santon wall mounted water heater

1 x   Southway mini kitchen - Ref 100 AR

25 x  Double power link sockets and trunking

                                      29
<PAGE>

2 x    Twyford Galerie WC bowl and cistern

1 x    Twyford Galerie wash hand basin and taps

1 x    Twyford Sola wash hand basin and taps (disabled WC)

2 x    Twyford support rails (disabled WC)

2 x    Toilet roll holders

1 x    Plate glass mirror 500 x 1100

1 x    Plate glass mirror 400 x 1100

1 x    MK 711 shaver point and light

1 x    Roof Unit Ltd. model SDX Euro Flo extract fan and controller (kitchen)

1 x    Roof Unit Ltd model "G" series twin extract fan and controller (toilets)

                                      30
<PAGE>


                              THE THIRD SCHEDULE

                                  (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or the Landlord's Managing Agent's opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water rates or other outgoings
         which in the Landlord's or the Landlord's Managing Agents' reasonable
         opinion benefit the Science Park or any part thereof and which do not
         fall to be paid by any other tenant on the Science Park or by the
         Landlord in respect of any unoccupied premises available for letting on
         the Science Park

5.       the employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at Work Act 1974 and in any other legislation
         or order or instrument deriving validity from

                                      31

<PAGE>


         any of them and any Act or Acts for the time being in force amending or
         replacing the same and any future legislation or order or instrument as
         aforesaid of the like nature or effect.

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         the Landlord's Managing Agents shall from time to time reasonably
         consider necessary or desirable for the use enjoyment or benefit of the
         Tenant jointly with other tenants on the Science park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not the
         Tenant shall make use of such facilities

                                      32

<PAGE>


14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      33

<PAGE>


                              THE FOURTH SCHEDULE

                            (Rent and rent review)

1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the relevant Review Date;

1.2      "Review Date" means each of:

         1.2.1    25/th/ December in the years 2001, 2004 and 2007; and (if
                  applicable)

         1.2.2    any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1    the Permitted Use and the Demised Premises comply with
                  Planning Law and every other Enactment and that the lessee may
                  lawfully implement and carry on the Permitted Use;

         1.3.2    the Demised Premises have been fitted out and are fit for
                  immediate occupation and operation of the Permitted Use;

         1.3.3    no work has been carried out to the Demised Premises which has
                  diminished their rental value;

         1.3.4    in case the Demised Premises or the Science Park or any part
                  of it has been destroyed or damaged they have been fully
                  restored,

         but disregarding any effect on rent of:

         (i)      the fact that the Tenant or any underlessee or other occupier
                  or their respective

                                      34

<PAGE>


                  predecessors in title has been or is in occupation of the
                  Demised Premises;

         (ii)     any goodwill attached to the Demised Premises by the carrying
                  on in them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other occupier; and

         (iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
                  carried out to the Demised Premises during the Term by the
                  Tenant or any permitted underlessee, in either case at its own
                  expense in pursuance of a licence granted by the Landlord and
                  otherwise than in pursuance of any obligation to the Landlord
                  and any other works carried out at the Demised Premises by the
                  Tenant under any previous tenancy whether or not so licensed
                  by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent charted
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in the letting and
         valuation of premises of a similar character and quality of those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:

         (a)      for the period commencing on 25th December 1998 and expiring
                  on the 24th December 1999 the sum of Twenty Five Thousand Four
                  Hundred and Twenty Five Pounds ((pound)25,425); and

         (b)      for the period commencing on 25th December 1999 until the
                  first Review Date the sum of Twenty Eight Thousand Three
                  Hundred and Fifty Pounds ((pound)28,350)

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

                                      35

<PAGE>



4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

         4.2.1    to give written notice to the Landlord and the Tenant inviting
                  each of them to submit to him within such time limits as he
                  shall reasonably stipulate a proposal for the Review Rent
                  supported by any or all of:

                  (A)      a statement of reasons;

                  (B)      a professional rental valuation;

                  (C)      information in respect of any other matters they
                           consider relevant; and (separately and later)

                  (D)      submissions in respect of each other's statement of
                           reasons, valuation and other matters; and

         4.2.2    upon written request from the Landlord or the Tenant to assess
                  the Review Rent with a hearing and not solely upon the written
                  submissions and other matters referred to at paragraph 4.2.1
                  of this schedule 4; and

         4.2.3    to give written notice to the Landlord and the Tenant if he
                  shall appoint a Solicitor or Counsel or expert to advise and
                  assist him on points of law and/or procedure and/or evidence
                  which notice shall include the name of the Solicitor or
                  Counsel or expert and details of their anticipated fees and
                  expenses and the Landlord or the Tenant shall notify the
                  Review Surveyor within a reasonable period if there is any
                  objection to such appointment or the level of such fees or
                  expenses and the Review Surveyor shall give reasonable
                  consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord or the Tenant may apply to the President
         for the appointment of another Review Surveyor.

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

                                      36

<PAGE>

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review Rent, any amount by which the Review Rent for the period
         commencing on the relevant Review Date and ending on the quarter day
         following the date of payment exceeds the Current Rent paid on account
         for the same period, plus interest (but calculated at 2% per annum
         above the Midlan Bank Plc base lending rate then in force) for each
         instalment of rent due on and after the relevant Review Date on the
         difference between what would have been paid on that rent day had the
         Review Rent been fixed and the amount paid on account (the interest
         being payable from the date on which the instalment was due up to the
         date of payment of the shortfall).

6.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as at the next following quarter
         day which shall for the purposes of this lease be a Review Date.

7.       As soon as possible after any increase in rent is agreed or determined
         pursuant to this Fourth Schedule, a memorandum recording the increase
         shall be signed on behalf of the Landlord and the Tenant respectively
         and exchanged between them.

                                      37

<PAGE>


                              THE FIFTH SCHEDULE

                               (Covenants etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      38

<PAGE>



                                SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations the Assignor shall comply with
         the obligations in respect of which the Assignee shall be in default
         and shall on demand pay to the Landlord an amount equivalent to the
         rents or other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the Landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premises (for a term computed
         from the date of the Relevant Trigger Event to the date on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights of the Landlord against the Assignee
         the Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

1.4      the Assignor shall pay all charges (on a full indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agrees with the Assignor that it will notify the Assignor
         in writing within ten working days of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      39

<PAGE>




                                              (THE COMMON SEAL of SUN LIFE
                                              (PENSIONS MANAGEMENT LIMITED
                                              (was hereunto affixed in the
                                               presence of:



                                               Authorized Signatory



                                               Authorized Signatory

                                      40
<PAGE>

                DATED 23/rd/ AUGUST                          1999
        --------------------------------------------------------------




                     SUN LIFE PENSIONS MANAGEMENT LIMITED


                                      and


                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED


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


                                     LEASE

                                      of
                         Unit B6 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

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




NOTE:   This Lease is a new tenancy for the purposes of the Landlord and Tenant
        (Covenants) Act 1995.



                                                        Herbert Smith
                                                        Exchange House
                                                        Primrose Street
                                                        London EC2A 2HS
                                                        Tel: 0171-374 8000
                                                        Fax: 0171-374 0888
                                                        Ref: 2065/2174/30794054

                                       1
<PAGE>

THIS LEASE is made the 23/rd/ day of August 1999

BETWEEN:

(1)  SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
     registered office is at 107 Cheapside London EC2V 6DU (hereinafter called
     the "Landlord") and

(2)  CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
     registered office is at The Science Park Melbourn Cambridgeshire SG8 6JJ
     (hereinafter called the "Tenant")

WITNESSETH as follows:

1.   The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
     particularly described in the First Schedule hereto together with the
     Landlord's fixtures and fittings therein set out in the Second Schedule
     hereto (all which premises are hereinafter referred to as the "Demised
     Premises") TO HOLD the same unto the Tenant for the term of twelve years
     subject to the provisions for earlier determination in Clause 4.17 from and
     including 25/th/ December 1998 (the "Term") PAYING THEREFOR:

     FIRSTLY yearly and proportionately for any part of a year, the rent
     specified in the Fourth Schedule, by equal quarterly payments in advance on
     the usual quarter days in every year, the first such payment or a
     proportionate part of it (being a proportionate part of the rent specified
     in paragraph 2 of the Fourth Schedule from the date hereof to the first
     anniversary of the date from which the Term is calculated, after deduction
     of quarterly instalments of such yearly rent payable on the intervening
     usual quarter days) to be made on the date hereof;

     SECONDLY on demand by way of additional rent (and the Landlord's remedies
     for recovering rent in arrears shall apply hereto) a sum representing
     interest at the rate of four pounds per centum per annum above the Midland
     Bank Plc base lending rate in force at the date the rent falls due upon any
     payment of rent outstanding and unpaid upon the date when the payment of
     rent fell due and upon any other sum or sums of money payable under the
     terms of this Lease by the Tenant to the Landlord which shall remain unpaid
     the interest to be charged from the date upon which the payment of rent
     fell due or the said sum or sums was or were (as the case may be) demanded
     in writing throughout the entire period during which the payment of rent or
     other sum or sums remain outstanding or unpaid Provided always that this
     Clause shall not prejudice in any way the Landlord's right of re-entry
     contained in Clause 4.1 hereof.

     THIRDLY as additional rent a proportionate part (hereinafter called "the
     service rent") of the Maintenance Charge (which expression in this Lease
     shall mean the aggregate in any one year of the costs expenses provisions
     liabilities and payments properly incurred or

                                       2
<PAGE>

     otherwise provided for by the Landlord in relation to the matters set forth
     in the Third Schedule hereto) being subject to the following terms and
     provisions:

1.1  the amount of service rent shall be ascertained and certified annually by a
     certificate (hereinafter called "the certificate") signed by the Landlord
     or its Managing Agents (which expression in this Lease shall mean the
     Agents (if any) nominated by the Landlord and for the time being thereunder
     duly authorised by the Landlord and includes their sub-agents to whom if
     requested by the Landlord in writing all communications intended for the
     Landlord shall be addressed) so soon after the end of the Landlord's
     financial year as may be practicable and shall relate to such year in
     manner hereinafter mentioned

1.2  the expression "the Landlord's financial year" shall mean the period from
     the First day of April to the Thirty-first day of March or such other
     annual period as the Landlord may in its discretion from time to time
     determine

1.3  a copy of the certificate for each such financial year shall be supplied by
     the Landlord to the Tenant on written request and without charge to the
     Tenant

1.4  the certificate shall contain a fair and accurate summary of the Landlord's
     said expenses and outgoings incurred by the Landlord during the Landlord's
     financial year to which it relates and the certificate (or a copy thereof
     duly certified by the person by whom the same was given) shall be
     conclusive evidence for the purposes hereof of the matters which it
     purports to certify save in case of manifest error or mis-statement

1.5  the annual amount of the service rent payable by the Tenant as aforesaid
     shall be:

               (A)   a percentage of the Maintenance Charge which is calculated
                     by comparing the gross internal floor area of the Demised
                     Premises with the total gross internal floor area of all
                     premises (including the Demised Premises) let or available
                     for letting (including any premises the freehold of which
                     has been sold by the Landlord but subject to the payment to
                     the Landlord of a service charge contribution) from time to
                     time on the Science Park (as defined in the First Schedule)
                     and the determination of such percentage by the Landlord or
                     its Managing Agents shall be final

               (B)   together with the whole of the insurance charge set forth
                     in Paragraph 15 of the Third Schedule

1.6  on the usual quarter days in each year during the Term the Tenant shall pay
     to the Landlord such a sum (hereinafter referred to as "advance payment")
     in advance and on account of the service rent for the Landlord's financial
     year then current as the Landlord or its Managing Agents shall from time to
     time specify to be fair and reasonable

1.7  within a reasonable period after the end of each Landlord's financial year
     the Landlord

                                       3
<PAGE>

     shall furnish to the Tenant an account of the service rent payable by the
     Tenant for that year due credit being given therein for the advance
     payments made by the Tenant in respect of the said year and upon the
     furnishing of such account there shall be paid by the Tenant to the
     Landlord the service rent or any balance found payable or there shall be
     allowed or (after the expiry of the Term) repaid by the Landlord to the
     Tenant any amount which may have been overpaid by the Tenant by way of
     advance payment as the case may require PROVIDED ALWAYS that the provisions
     of this sub- clause shall continue to apply notwithstanding the expiration
     or sooner determination of the Term but only in respect of the period down
     to such expiration or sooner determination as aforesaid

1.8  it is hereby agreed and declared that the Landlord shall not be entitled to
     re-enter under the provision in that behalf hereinafter contained by reason
     only of the non payment by the Tenant of any advance payment as aforesaid
     prior to the issue of the certificate for the preceding financial year but
     nothing in this Clause or this Lease contained shall disable the Landlord
     from maintaining an action against the Tenant in respect of non payment of
     any such advance payment notwithstanding that the certificate had not been
     issued at the time of the proceedings subject nevertheless to proof in such
     proceedings by the Landlord that the advance payment demanded and unpaid is
     of a fair and reasonable amount having regard to the prospective service
     rent ultimately payable by the Tenant

2.   THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

2.1  To pay Rent

     To pay the rents hereby reserved and made payable on the days and in manner
     aforesaid without any deductions or set off and (unless the Landlord agrees
     otherwise) to pay the rent first reserved (together with any VAT on it) by
     Banker's standing order.

2.2  To pay Outgoings

     2.2.1  From time to time and at all times throughout the Term to pay and
            discharge all existing and future rates taxes duties charges
            community charges and assessments surcharges impositions and
            outgoings whatsoever whether parliamentary local or of any other
            description which now are or may at any time during the Term be
            assessed imposed or charged upon or payable in respect of the
            Demised Premises or any part thereof or upon the owner or occupier
            in respect thereof or payable by either in respect thereof and
            whether of national or local and whether of a capital or revenue
            nature and even though of a wholly novel character provided that the
            Tenant shall not in any event be liable for any payments as shall be
            occasioned by any development disposition of or dealing with the
            ownership of any estate or interest expectant in reversion on the
            determination of the Term or subject to Clause 4.6 hereof upon the
            rents received by the Landlord.

                                       4
<PAGE>

     2.2.2  To pay all charges for water, gas and electricity (including meter
            rents) consumed in the Demised Premises during the Term.

     2.2.3  To keep the Demised Premises in rateable occupation during the last
            three months of the Term or such longer period as The Secretary of
            State may specify as "the standard period" for the purpose of
            Section 42 of the Local Government Planning and Land Act 1980

     2.2.4  Immediately and in any case within seven days of receipt of any
            proposal by the Valuation Officer or Rating Authority respecting the
            rating assessment of the Demised Premises to give notice thereof to
            the Landlord and not to agree to any such proposal without the
            Landlord's written consent (such consent not to be unreasonably
            withheld or delayed)

2.3  To repair and keep clean and tidy

     2.3.1  Subject always to the proviso hereinafter appearing well and
            substantially to repair cleanse maintain and keep in good and
            substantial repair and condition the Demised Premises and without
            prejudice to the generality of the foregoing well and substantially
            to repair and keep in repair and maintain all party walls (jointly
            with tenants of adjoining premises) and all fencing and boundary
            walls lighting heating and ventilation and drainage systems plate
            glazing water gas and other installations fire fighting equipment
            and all other machinery and Landlord's fixtures and fittings in the
            Demised Premises and exclusively serving the same and all sewers
            drains channels watercourses gutters rainwater and soil pipes and
            cables and supply lines exclusively serving the same (damage by any
            of the insured risks save where the insurance moneys shall be
            irrecoverable in consequence of any act or default of the Tenant or
            its agents licensees servants or invitees or damage to the Tenant's
            trade fixtures fittings and stock (if any) only excepted)

     2.3.2  To keep the Demised Premises maintained to a good standard of
            decorative order and properly clean and, as often as necessary and
            at least once in every third year as to the exterior of the Demised
            Premises and once in every fifth year as to the interior of the
            Demised Premises and also in the last year of the Term (but not
            twice in any period of 18 months), to redecorate and treat the
            Demised Premised with appropriate materials in a good and
            workmanlike manner (and during the last year of the Term in a colour
            scheme and with materials approved by the Landlord).

     2.3.3  Without prejudice to the generality of the foregoing to clean all
            glazing (both inside and outside and including frames) in the
            Demised Premises as often as shall reasonably be necessary but not
            less than once in every three months

                                       5
<PAGE>

     2.3.4  To clean the brickwork cladding and other finishes in a workmanlike
            manner as often as shall reasonably be considered necessary by the
            Landlord

     2.3.5  Immediately preceding the determination of the Term (howsoever
            determined) to thoroughly clean and scour the external and internal
            parts of the Demised Premises and leave the same clean and secure in
            every respect on the last day of the Term

     2.3.6  To make good all damage caused to the Demised Premises and all other
            parts of the Science Park (as defined in the First Schedule hereto)
            by the Tenant its servants agents or licensees or caused in the
            furtherance of theft and within one month (or within twenty- four
            hours in case of emergency) after service upon the Tenant by the
            Landlord of a notice in writing specifying any repairs for which the
            Tenant is responsible and necessary to be done to commence and
            thereafter proceed diligently to complete the execution of such
            repairs and if the Tenant shall fail so to do the Landlord may
            execute such repairs and the cost thereof shall be a debt due from
            the Tenant to the Landlord and be forthwith recoverable by action
            and the Landlord's remedies for recovering rent in arrears shall
            apply hereto

     2.3.7  To pay to the Landlord forthwith upon written demand (and the
            Landlord's remedies for recovering rent in arrears shall apply
            hereto) the reasonable cost to the Landlord of inspecting repairing
            maintaining renewing replacing any party walls separating the
            Demised Premises from any adjoining premises in case of failure by
            the Tenant to comply with its obligations under Clause 2.3.1 of this
            Lease

     2.3.8  To take all steps necessary to prevent the freezing of water pipes
            in the Demised Premises

     PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent or
     inherent defects in the Demised Premises and PROVIDED FURTHER that in
     complying with its obligations pursuant to this Clause 2 the Tenant shall
     not be required to put the Demised Premises in any better state of repair
     than the state evidenced by the Schedule of Condition annexed to the
     Tenant's previous lease of the Demised Premises dated 23rd May 1997, a copy
     of which is attached hereto, as amended by the letter also attached hereto
     from Messrs. D.J. Freeman to Messrs. Hawkins Russell Jones Dated 30th April
     1997

2.4  Landlords discretion as to painting and repairs and of making regulations

     To abide by the decision of the Landlord or the Landlord's Managing Agents
     as to whether and the time and manner in which any work ought to be done
     pursuant to the covenants in sub-clause 2.3 of this Clause and to comply
     with their reasonable directions

                                       6
<PAGE>

     in that behalf and as to the mode of bringing telephone communication wires
     into the Demised Premises and to abide by all reasonable regulations from
     time to time in force (written details of which shall have first been given
     to the Tenant) relating to the use of any parts of the Science Park which
     the Tenant is entitled to use but which are not included in the Demised
     Premises the Landlord being entitled to make and from time to time amend
     any such regulations as it shall at its discretion think appropriate for
     the preservation of the quality and character of the Science Park and the
     amenities thereof and the well-being of its occupants (including but
     without limiting the generality of the foregoing regulations restricting
     the use of the Science Park but not the Demised Premises for such periods
     as the Landlord shall deem reasonably necessary or expedient in the
     interests of safety expedition of repairs or decorations or otherwise)


2.5  Restriction on effluent and rubbish

     2.5.1  Not to discharge into the drains of the Landlord any effluent other
            than storm water or into the sewers of the Landlord any effluent
            other than sewerage water and soil otherwise than as authorised by
            licence issued by Anglian Water Plc or Geodesys Limited or other
            drainage authority for the time being having jurisdiction in
            relation to the Science Park and strictly in compliance with all
            conditions regulations and requirements attaching to such licence
            PROVIDED THAT the Tenant shall at all times indemnify the Landlord
            in relation to any liability for contamination or other costs,
            claims or damage whatsoever or howsoever arising from and directly
            attributable to such discharge and not to wash down vehicles of any
            type on any part of the Science Park

     2.5.2  To supply to the Landlord within 7 days of a request therefor a copy
            of any licence obtained by the Tenant pursuant to Sub-Clause 2.5.1
            above.

     2.5.3  Not to form any refuse dump or rubbish or scrap heap on the Demised
            Premises or in any yard passageway staircase or balcony adjacent
            thereto but to remove as frequently as reasonably necessary all
            refuse rubbish and scrap and all used tins cans boxes and other
            containers which may have accumulated on the Demised Premises and to
            use the refuse disposal receptacles (if any) provided by the
            Landlord and to keep the Demised Premises generally free from weeds
            deposit of materials or refuse and clean and tidy and not to bring
            or keep or suffer to be brought or kept upon the Demised Premises or
            on any part of the Science Park anything which is or may become
            untidy unclean unsightly or in any way detrimental to the amenity of
            the neighbourhood and within two working days to comply with the
            requirements of any written notice from the Landlord to restore any
            amenity injured as aforesaid and in the event of the Tenant failing
            to comply with such notice the Landlord shall be entitled to enter
            upon the Demised Premises or elsewhere on the Science Park and carry
            out any works necessary to comply with such notice and to recover
            the reasonable cost thereof from the Tenant which shall at the
            option of the Landlord be recoverable from the Tenant

                                       7
<PAGE>

            as rent in arrear.

2.6  To permit entry for inspection

     2.6.1  To permit the Landlord or the Landlord's Managing Agents or such
            workmen as may be authorised in writing by them respectively at all
            reasonable times within forty-eighty hours of notice in writing from
            the Landlord to the Tenant (except in case of emergency when no
            notice shall be required) to enter the Demised Premises and take a
            plan and examine the state of repair and condition of the same and
            to keep inventories of the fixtures and things to be surrendered at
            the expiry of this Lease and within one calendar month or sooner if
            requisite after notice in writing to the Tenant of all defects and
            wants of reparation for which the Tenant is liable under the
            covenants on his part herein contained found on such examination
            shall have been given or left at the Demised Premises to proceed
            diligently to repair and make good the same according to such notice
            and the covenants and conditions and in accordance with the
            requirements of the Landlord or the Landlord's Managing Agents and
            in case the Tenant shall make default in so doing within one month
            of the service of such notice (or within twenty-four hours in case
            of emergency in the opinion of the Landlord) it shall be lawful for
            workmen and others to be employed by the Landlord to enter upon the
            Demised Premises and repair and restore the same and all costs and
            expenses incurred thereby and Value Added Tax thereon (including
            Surveyor's and other professional fees) shall on demand be paid by
            the Tenant to the Landlord and if not so paid shall be recoverable
            by the Landlord as rent in arrear

     2.6.2  To permit the Landlord or its Agents or workmen at all reasonable
            times within forty-eight hours of notice in writing from the
            Landlord to the Tenant (except in case of emergency when no notice
            shall be required) to enter upon the Demised Premises for the
            purpose of executing repairs additions or alterations painting and
            redecoration to or upon any adjoining or neighbouring premises or
            for making repairing renewing or connecting or cleansing any
            services belonging to or leading from the same such persons causing
            as little inconvenience or interruption to business as possible and
            making good to the reasonable satisfaction of the Tenant all damage
            to the Demised Premises thereby occasioned

     2.6.3  The Tenant shall indemnify the Landlord from and against all
            liability whatsoever including all actions proceedings costs claims
            and demands brought or made against the Landlord under or by virtue
            of the Defective Premises Act 1972 or any Act or Acts for the time
            being amending or replacing the same or any regulations or orders
            made thereunder in the event of the Landlord exercising the right to
            enter the Demised Premises to carry out any description of
            maintenance or repair thereof under the power contained in sub-
            clause 2.6.1 of this sub-clause

2.7  Restriction on Alterations

                                       8
<PAGE>

     2.7.1  Not to make any structural alterations to the Demised Premises or
            any part thereof nor to erect any new buildings or extensions
            thereon and without prejudice to the generality of the foregoing not
            to install any outlets for pipes wires cables or flues through the
            walls doors or windows of the Demised Premises (save as hereinafter
            contained) Provided always that the cutting of one or more doors or
            similar openings in a wall or walls separating the Demised Premises
            from any adjoining premises occupied by the Tenant shall not for the
            purposes of this sub-clause be regarded as a structural alteration
            and shall require the consent of the Landlord under Clause 2.7.2

     2.7.2  Not without the previous consent in writing of the Landlord such
            consent not to be unreasonably withheld or delayed (and then only in
            accordance with plans previously approved in writing by the Landlord
            such approval not to be unreasonably withheld or delayed and subject
            to conditions reasonably imposed by and under the supervision and to
            the reasonable satisfaction of the Landlord or its Surveyors or
            Architects) to make any non-structural alterations or additions to
            the Demised Premises (excepting the installation of or alterations
            to internal demountable partitioning for which no consent will be
            necessary) and if required by the Landlord to reinstate all such
            approved alterations and modifications (including demountable
            partitioning) at the end of the Term (or (if earlier) if the case of
            works to create an opening in walls separating the Demised Premises
            from adjoining premises occupied by the Tenant the date on which the
            adjoining premises cease to be occupied by the Tenant) to the
            reasonable satisfaction of the Landlord or its Surveyor.

     2.7.3  At the expiry of the Term (howsoever determined) (or (if earlier) in
            the case of works to create an opening in walls separating the
            Demised Premises from adjoining premises occupied by the Tenant the
            date on which the adjoining premises cease to be occupied by the
            Tenant) if and to the extent required by the Landlord to remove all
            alterations or additions made to the Demised Premises or any part by
            the Tenant or its predecessors in title prior to the date of this
            lease pursuant to any previous tenancy of the Demised Premises under
            which the Tenant or any predecessor in title of the Tenant was
            permitted to carry out alterations to the Demised Premises subject
            to a liability to reinstate and where the Tenant or the predecessor
            in title did not reinstate the alterations on the determination of
            that tenancy and to restore and make good the Demised Premises in
            good and workmanlike manner to the condition and design which
            existed before the alterations were made to the reasonable
            satisfaction of the Landlord or its surveyor.

2.8  Not to affix heavy apparatus or exceed loads or overload services

     2.8.1  Not to affix to the structure or any part of the Demised Premises
            any heating

                                       9
<PAGE>

            apparatus ducting pipes or electric power cables or any crane or
            hoist for the lifting or transport of merchandise or other goods
            without the written permission of the Landlord first obtained such
            permission not to be unreasonably withheld or delayed such
            permission to be hereby deemed and acknowledged in relation to any
            such apparatus pipes cables crane or hoist affixed to the Demised
            Premises by the Tenant prior to the date hereof pursuant to any
            previous lease.

     2.8.2  Not to suspend or permit or suffer to be suspended any heavy load
            from the ceilings or main structure of the Demised Premises nor load
            or use or permit or suffer to be loaded or used the floor or
            structure of the Demised Premises in any manner which will in any
            way impose a weight or strain in excess of that which such premises
            are constructed to bear with due margin for safety or which will in
            any way strain or interfere with the structural members thereof

     2.8.3  Not to overload the services to the Demised Premises

     2.8.4  To pay to the Landlord on demand all reasonable costs reasonably
            incurred by the Landlord in obtaining the opinion of a suitably
            qualified engineer as to whether the Tenant has been in breach of
            this sub-clause 2.8 and the Landlord's remedies for recovering rent
            in arrears shall apply hereto

2.9  Not to avoid insurance

     2.9.1  Not to do or permit or suffer to be done anything (save that the
            permitted use from time to time shall not be deemed to be a breach
            of this covenant) whereby the policy or policies of insurance of the
            Demised Premises and/or the adjoining or neighbouring premises of
            the Landlord may become void or voidable and to comply with all
            reasonable recommendations and requirements of the insurers as to
            fire precautions relating to the Demised Premises.

     2.9.2  To pay to the Landlord on demand any increased premium which the
            Landlord may be reasonably required to pay under any insurance
            policy in respect of the Demised Premises or any other property of
            the Landlord arising from the user as hereinafter mentioned of the
            Demised Premises and all such payment shall be added to the rent
            hereinbefore reserved and shall be recoverable as rent

     2.9.3  In the event of the Demised Premises or any part thereof being
            destroyed or damaged by any of the insured risks and the insurance
            moneys under any insurance against the same effected thereon by the
            Landlord being wholly or partly irrecoverable by reason solely or in
            part of any act or default of the Tenant or its agents licensees
            servants or invitees then and in every such case the Tenant will
            forthwith (in addition to the said rent) pay to the Landlord the
            irrecoverable proportion of the cost of completely rebuilding and
            reinstating the same

                                      10
<PAGE>

         2.9.4    Not to effect any policy of insurance of its own in respect of
                  risks covered by the insurance effected by the Landlord of the
                  Demised Premises (and in default any insurance money received
                  by or payable to the Tenant shall become the property of the
                  Landlord)

2.10     Dangerous substances

         2.10.1   Not to keep or permit or suffer to be kept on the Demised
                  Premises any material liquid or gas of a dangerous combustible
                  corrosive explosive flammable radio-active or offensive nature
                  otherwise than in accordance with the provisions of any
                  relevant Act or Acts of Parliament or regulations made
                  thereunder or issued by the Health and Safety Executive or any
                  other like statutory body for the time being in force and
                  after due notice to the Landlord and the insurers of the
                  Demised Premises and payment of every increased or extra
                  premium which ought properly to be paid and in any event not
                  to store in the Demised Premises materials the keeping of
                  which may contravene any statute order or regulation or bye-
                  law

         2.10.2   If it shall be necessary for the Landlord or any tenant of any
                  unit adjoining the Demised Premises to carry out any work to
                  such adjoining unit as a result of the storage in the Demised
                  Premises or any of the substances mentioned in sub-clause
                  2.10.1 hereof then the Tenant shall forthwith on demand pay to
                  the Landlord or such adjoining tenant the cost incurred in
                  carrying out such work as aforesaid

         2.10.3   Within seven days of a request by the Landlord to supply to
                  the Landlord copies of any applications made by the Tenant to
                  any statutory or other authority or body for consent to keep
                  any of the matters referred to in sub-clause 2.10.1 thereof on
                  the Demised Premises together with copies of any licences
                  issued pursuant to any such applications

2.11     Dealings with the lease

         2.11.1   Not to transfer, mortgage, charge, hold on trust for another,
                  underlet or otherwise part with possession of any part (as
                  distinct from the whole) of the Demised Premises or agree to
                  do so.

         2.11.2   Not to transfer, hold on trust for another, underlet or
                  otherwise part with possession of the whole of the Demised
                  Premises or agree to do so, except that the Tenant may
                  transfer or underlet the whole of the Demised Premises if,
                  before the transfer or underletting is completed, the Tenant
                  complies with the conditions described in clause 2.11.3 or
                  clause 2.11.4, as applicable.

         (Assignment)

         2.11.3   The conditions (which are specified for the purposes of
                  section 19(1A) of the

                                      11
<PAGE>

                  Landlord and Tenant Act 1927 and which operate without
                  prejudice to the Landlord's right to withhold consent on any
                  reasonable ground) applying to a transfer of the whole of the
                  Demised Premises are:

                  (A)      that the Tenant enters into an authorised guarantee
                           agreement, as defined in Section 16 of the Landlord
                           and Tenant (Covenants) Act 1995, with the Landlord in
                           the form of the draft set out in the Sixth Schedule
                           hereto; and

                  (B)      that any guarantor of the Tenant's obligations
                           guarantees to the Landlord that the Tenant will
                           comply with the authorised guarantee agreement in a
                           form which the Landlord reasonably requires; and

                  (C)      that, subject as provided in paragraph ((D)) and if
                           the Landlord so reasonably requires, the proposed
                           assignee procures one, but not both, of the
                           following:

                           (1)      covenants with the Landlord by an additional
                                    guarantor or guarantors approved by the
                                    Landlord (who shall act reasonably in giving
                                    its approval), in terms having a form and
                                    content reasonably required by the Landlord;
                                    or

                           (2)      a deposit with the Landlord or an amount in
                                    cleared funds equal to half of the then
                                    current yearly rent first reserved by this
                                    lease and an amount equal to VAT on the
                                    amount, on terms which the Landlord
                                    reasonably requires; and

                  (D)      if the proposed transfer is to a Group Company (which
                           expression shall have the meaning set out in Section
                           42 of the Landlord and Tenant Act 1954); and

                           (1)      if the Tenant's obligations, or any of them,
                                    are guaranteed by another Group Company,
                                    that such Group Company covenants with the
                                    Landlord terms having a form and content
                                    reasonably required by the Landlord; or

                           (2)      if the Tenant's obligations are not
                                    guaranteed by another Group Company and if
                                    the transferee is not, in the Landlord's
                                    reasonable opinion, of equal financial
                                    standing to the Tenant, that the proposed
                                    transferee procures covenants by a Group
                                    Company other than the Tenant and the
                                    transferee and which is, in the Landlord's
                                    reasonable opinion, of equal financial
                                    standing to the Tenant, in a form which the
                                    Landlord reasonably requires; and

                           (3)      whether or not paragraph (D)(1) or (2)
                                    applies, if the Tenant's obligations, or any
                                    of them, are secured by a security deposit,
                                    the

                                      12
<PAGE>

                                    proposed transferee procures a deposit with
                                    the Landlord of the amount and on terms
                                    described in paragraph (C)(2); and

                  (E)      that the Landlord's consent, which will not be
                           unreasonably withheld, is obtained to, and within two
                           months before, the transfer.

         (Underletting)

         2.11.4   Not to underlet the whole of the Demised Premises except:

                  (A)      to a person who has covenanted with the Landlord:

                           (1)      to observe the Tenant's obligations in this
                                    Lease (other than the payment of rents);

                           (2)      not to transfer the whole of the Demised
                                    Premises without the Landlord's consent
                                    (which shall not be unreasonably withheld if
                                    the conditions which are referred to in
                                    clause 2.11.3 are first satisfied); and

                           (3)      not to transfer part of the Demised Premises
                                    or to underlet or otherwise part with
                                    possession or share the occupation of the
                                    Demised Premises or any part of them;

                  (B)      by reserving as a yearly rent, without payment of a
                           fine or premium, an amount equal to their then open
                           market rack rental value such rent to be approved by
                           the Landlord (who shall not unreasonably withhold it)
                           and to be payable by equal quarterly instalments in
                           advance on the usual quarter days and by reserving,
                           as additional rents, amounts equal to and payable at
                           the same times as the other rents reserved by this
                           lease;

                  (C)      by a form of underlease (which does not express any
                           sum to be payable by reference to a percentage or
                           proportion of the rent or any other sum payable under
                           this lease, but which requires it to be payable and
                           assessed in accordance with the same principles as
                           are required by this lease) to be approved by the
                           Landlord, such approval not to be unreasonably
                           withheld;

                  (D)      by a form of underlease which requires:

                           (1)      the principal rent reserved by it to be
                                    reviewed upwards only at each of those
                                    Review Dates which will occur during the
                                    sub-term, in accordance with the same
                                    principles which apply to rent reviews under
                                    this lease;

                                      13
<PAGE>

                           (2)      the underlessee to observe the Tenant's
                                    obligations (other than the obligation to
                                    pay rents under this lease) to the extent
                                    they relate to the Demised Premises and
                                    containing:

                                    (a)     a condition for re-entry by the
                                            underlessor on breach of any
                                            obligation by the underlessee;

                                    (b)     a qualified covenant not to transfer
                                            the whole of the Demised Premises
                                            (subject to prior compliance with
                                            conditions as set out in clause
                                            2.11.3) and an unqualified covenant
                                            not to transfer part of the Demised
                                            Premises or to underlet or otherwise
                                            part with possession or share the
                                            occupation of the Demised Premises
                                            or any part of them;

                                    (c)     an agreement excluding sections 24
                                            to 28 inclusive of the Landlord and
                                            Tenant Act 1954 in relation to the
                                            underlease, pursuant to an Order
                                            duly made under section 38(4) of
                                            that Act; and

                  (E)      with the Landlord's consent, issued within two months
                           before completion of the underletting, which consent
                           (subject to compliance with the foregoing conditions
                           precedent shall not be unreasonably withheld.

         2.11.5   To enforce the observance by every underlessee of the
                  provisions of the underlease and not expressly or impliedly to
                  waive any breach of them, nor to vary the terms of any
                  underlease.

         2.11.6   Not to agree any reviewed rent payable under an underlease
                  until the principal rent reserved by this Lease has been
                  reviewed and agreed in accordance with the provisions of the
                  Fourth Schedule hereto.

         (Sharing occupation)

         2.11.7   Not to share the occupation of the Demised Premises or any
                  part of them.

2.12     Notifying Landlord of dealings with the lease

         2.12.1   Within ten working days after any disposition or devolution of
                  this lease, or of any estate or interest in or derived out of
                  it, to give the Landlord notice of the relevant transaction
                  with a certified copy of the relevant document, and to pay the
                  Landlord a fair and reasonable fee of not less than twenty-
                  five pounds for registering each notice.

         2.12.2   To notify the Landlord of particulars of the determination of
                  every rent review

                                      14
<PAGE>

                  under any underlease of the Demised Premises within fourteen
                  days after the date of determination.

2.13     To pay costs of notices and consents and orders

         2.13.1   To pay all proper and reasonable costs charges and expenses
                  (including Solicitors costs and Surveyors fees) incurred by
                  the Landlord in any proceedings under Sections 146 and 147 of
                  the Law of Property Act 1925 or any statutory provision
                  replacing the same notwithstanding that forfeiture is avoided
                  otherwise than by relief granted by the Court

         2.13.2   To reimburse to the Landlord on demand all proper and
                  reasonable fees costs charges and expenses incurred or
                  suffered by the Landlord arising out of or in connection with
                  or incidental to any application or request by the Tenant in
                  connection with the Demised Premises or any provisions of this
                  Lease whether or not the same shall be proceeded with by the
                  Tenant or shall be granted subject to conditions or arising
                  out of or in connection with any steps in connection with the
                  preparation and service of a Schedule of Dilapidations during
                  or within ninety days after the expiry of sooner determination
                  of the Term or within ninety days after the Tenant vacates the
                  Demised Premises whichever shall be the later (but in relation
                  only to dilapidations occurring during the Term)

         2.13.3   To pay all proper and reasonable legal costs and disbursements
                  incurred by the Landlord in the recovery of arrears of rent
                  and any other monies due hereunder from the Tenant to the
                  Landlord and proceedings in connection therewith

2.14     User

         2.14.1   Subject to sub-clause 2.16 hereof to use the Demised Premises
                  for such use within Class B1 of the Town and Country Planning
                  (Use Classes) Order 1987 as shall be first approved in writing
                  by the Landlord (such consent not to be unreasonably withheld
                  or delayed where the proposed use is compatible with uses on a
                  Science Park and does not conflict with good estate
                  management) and for no other purpose

         2.14.2   Not to use the car parking spaces on the Science Park
                  allocated to the Tenant pursuant to the provisions of the
                  First Schedule otherwise than for parking private motor cars
                  of the Tenant its employees and visitors

2.15     Advertisements and signs

         2.15.1   Not to affix or permit to be affixed or exhibited to or upon
                  any part of the exterior of the Demised Premises or on the
                  interior visible from the exterior any placard poster sign
                  notice or advertisement save those of a type size and in
                  positions approved in writing by the Landlord

                                      15
<PAGE>

         2.15.2   At the end of the Term (howsoever determined) and if so
                  required by the Landlord to remove such placard poster sign or
                  advertisement from the Demised Premises and to make good to
                  the reasonable satisfaction of the Landlord or its Surveyors
                  any damage caused to the Demised Premises by such removal

         2.15.3   Always to display and maintain a suitable sign in a location
                  reasonably prescribed by the Landlord showing the name (or
                  trading name) of every permitted occupier of the Demised
                  Premises

2.16     To comply with statutory provisions

         2.16.1   At all times during the Term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment (which expression in this covenant includes as well
                  any and every Act of Parliament already or hereafter to be
                  passed as any and every order regulation and bye-law already
                  or hereafter to be made under or in pursuance of any such Act)
                  so far as they relate to or affect the user of the Demised
                  Premises or any additions or improvements thereto or the user
                  thereof for the purpose of any manufacture process trade or
                  business or the employment therein of any person or persons or
                  any fixtures machinery plant or chattels for the time being
                  affixed thereto or being thereupon or used for the purposes
                  thereof and to execute all works and provide and maintain all
                  arrangements which by or under any enactment or by any
                  government department local authority or other public
                  authority or duly authorised officer or court competent
                  jurisdiction acting under or in pursuance of any enactment are
                  or may be directed or required to be executed provided and
                  maintained at any time during the Term upon or in respect of
                  the user of the Demised Premises or any additions or
                  improvements thereto or in respect of any such user thereof or
                  employment therein of any person or persons for fixtures
                  machinery plant or chattels as aforesaid whether by the
                  Landlord or Tenant thereof and to indemnify the Landlord at
                  all times against all costs charges and expenses of or
                  incidental to the execution of any works or the provision or
                  maintenance of any arrangements so directed or required as
                  aforesaid and not at any time during the Term to do or omit or
                  suffer to be done or omitted on or about the Demised Premises
                  any act or thing by reason of which the Landlord may under any
                  enactment incur or have imposed upon him or become liable to
                  pay any penalty damages compensation costs charges or expenses
                  and to keep the Landlord effectually indemnified against all
                  such compensation damages penalties costs charges or expenses

         2.16.2   At all times during the Term to comply in all respects with
                  the provisions and requirements of any Town and Country
                  Planning Act or Acts for the time being in force and any
                  regulations and orders made thereunder and all licences
                  consents permissions (to the extent such permissions shall be
                  implemented) and conditions (if any) granted or imposed
                  thereunder or under any enactment repealed thereby so

                                      16
<PAGE>

                  far as the same respectively relate to or affect the Demised
                  Premises or any part thereof or any operations works act or
                  things already or hereafter to be carried out executed or done
                  or omitted thereon or the use thereof for any purpose and
                  before making any applications to the Local Authority for
                  planning permission or bye-law consent to obtain the consent
                  in writing of the Landlord (which consent shall not be
                  unreasonably withheld or delayed) to such application and to
                  provide the Landlord with copies of the relevant application
                  and accompanying drawings and on the granting of such planning
                  permission or bye-law consent to supply copies thereof to the
                  Landlord

         2.16.3   Unless the Landlord shall otherwise direct to carry out before
                  the expiration or sooner determination of the Term any works
                  stipulated to be carried out to the Demised Premises by a date
                  subsequent to such expiration or sooner determination as a
                  condition of any planning permission which may have been
                  granted and acted upon by the Tenant during the Term

         2.16.4   To give notice to the Landlord as soon as reasonably
                  practicable after receipt of the same of any notice order or
                  proposal for a notice or order served on the Tenant under any
                  legislation and if so reasonably required by the Landlord to
                  produce the same and at the request and cost of the Landlord
                  to make or join in making such objections or representations
                  in respect of any proposals as the Landlord may reasonably
                  require

         2.16.5   At all times during the Term to comply with all requirements
                  from time to time of the appropriate authority in relation to
                  means of escape from the Demised Premises in case of fire and
                  at the expense of the Tenant to keep the Demised Premises
                  sufficiently supplied and equipped with fire fighting and
                  extinguishing apparatus and appliances of a type to be
                  approved from time to time by the relevant Fire Authority and
                  suitable in all respects to the type of user of or business
                  manufacture process or trade carried on upon the Demised
                  Premises which shall be open to the inspection of the Landlord
                  and also not to obstruct the access to or means of working
                  such apparatus and appliances by their operations at or
                  connected with the Demised Premises

2.17     Restriction on nuisance and auctions

         2.17.1   Not to use the Demised Premises or any part thereof for any
                  immoral purpose or for any noisy noisome dangerous or
                  offensive trade business manufacture operation or occupation
                  provided that the permitted user from time to time shall be
                  deemed not to be in breach of this clause and also not to do
                  or permit to be done thereon anything which may be or grow to
                  the damage nuisance disturbance or annoyance of the Landlord
                  or the occupiers of any adjoining or neighbouring premises or
                  permit any sale by auction to be held upon the Demised
                  Premises or any part thereof or permit the Demised Premises to
                  be used for residential

                                      17
<PAGE>

                  purposes or as sleeping accommodation

         2.17.2   To pay to the Landlord all proper and reasonable costs charges
                  and expenses which may properly and reasonably be incurred by
                  the Landlord in abating a nuisance caused by the Tenant or its
                  servants licensees or customers and executing all such works
                  as may be necessary for abating a nuisance in obedience to a
                  notice served by a local or public authority on the Landlord
                  or the Tenant in respect of the Demised Premises

         2.17.3   Not at any time to permit any musical instrument gramaphone or
                  similar apparatus to be played or used on the Demised Premises
                  so as to be audible from outside the Demised Premises

         2.17.4   Sound insulation

                  To comply in all respects with any scheme or requirement which
                  may be imposed by the Local Planning Authority in connection
                  with the sound insulation of all plant and machinery

         2.17.5   Restriction on noise

                  Without prejudice to the preceding provisions of this Clause
                  2.17 hereof to ensure that the noise from operations conducted
                  on the Demised Premises shall not exceed

                         40 db (A) between 08.00 hours and 18.00 hours

                         35 db (A) between 18.00 hours and 22.00 hours

                         and

                         30 db (A) between 22.00 hours and 08.00 hours

                  all as measured on the boundary of the Science Park

2.18     To yield up

                  On the expiration or sooner determination of the Term
                  peaceably to yield up to the Landlord the Demised Premises in
                  a good and tenantable state of repair and condition and
                  decoration in accordance with the covenants by the Tenant
                  herein contained together with all additions and improvements
                  thereto and the keys and all Landlord's fixtures and fittings
                  of every kind now in or upon the Demised Premises or which
                  during the Term may be affixed or fastened to or upon the same
                  all of which shall be at the expiration or sooner
                  determination of the Term

                                      18
<PAGE>

                  left complete with all parts and appurtenances thereof and in
                  proper working order and condition PROVIDED ALWAYS that the
                  foregoing covenants shall not apply to any articles held by
                  the Tenant on hire nor to the Tenant's fixtures and fittings
                  and to make good any damage caused to the Demised Premises by
                  the removal of tenants and trade fixtures and fittings AND
                  PROVIDED FURTHER that if so required by the Landlord the
                  Tenant will remove from the Demised Premises such of the
                  Tenant's fixtures and fittings as are then installed in the
                  Demised Premises as the Landlord shall specify to be removed
                  making good all damage caused thereby to the Landlord's
                  satisfaction and reinstating the Demised Premises to their
                  original condition PROVIDED FURTHER that the Tenant may from
                  time to time (but only with the previous consent of the
                  Landlord) substitute for any of the Landlord's fixtures and
                  fittings other fixtures and fittings of at least as good a
                  kind and quality as the Landlord's fixtures and fittings and
                  not less suitable in character

2.19     Indemnity of the Landlord

         To indemnify and keep indemnified the Landlord from and against
         liability for all loss damage actions proceedings claims demands costs
         damages and expenses of whatever nature in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         or in respect of the infringement disturbance or destruction of any
         right easement or privilege or otherwise by reason of or arising in any
         way directly or indirectly out of:

         2.19.1   the state of repair or condition of the Demised Premises
                  insofar as the Tenant is liable for such state or condition
                  under the covenants herein contained

         2.19.2   the act omission or default of the Tenant its agents employees
                  customers invitees or visitors whilst on or about the Science
                  Park or the Demised Premises

         2.19.3   the construction or existence of any extensions of or
                  alterations to the Demised Premises carried out by or on
                  behalf of the Tenant

         2.19.4   the user of the Demised Premises and other areas of the
                  Science Park by the Tenant or its agents employees invitees or
                  visitors

         2.19.5   anything now or hereafter attached to or on the Demised
                  Premises or the Science Park by or on behalf of the Tenant

2.20     Not to obstruct

         2.20.1   Not to expose or place or permit or suffer to be exposed or
                  placed any goods articles or things whatsoever outside the
                  Demised Premises or upon any part of the Science Park and to
                  keep the same free from obstruction of any kind

                                      19
<PAGE>

         2.20.2   Not to stop up darken or obstruct any windows or lights or
                  ventilators belonging to the Landlord or to other tenants of
                  the Landlord or to tenants of other units on the Science Park
                  or other property adjoining the Demised Premises and not to
                  stop up cover or obstruct access to any services on the
                  Science Park or to any fire escapes and not to give to any
                  third party any acknowledgment that the Tenant enjoys the
                  access of light or air to any windows or openings in the
                  Demised Premises by the consent of such third party or to pay
                  any sum of money to or enter into agreement with such third
                  party for the purpose of inducing or binding him to abstain
                  from obstructing the access of light or air to any such
                  windows or lights or ventilators and in the event that any
                  such third party doing or threatening to do anything which
                  obstructs or would obstruct such access of light or air
                  forthwith in writing to notify the same to the Landlord

         2.20.3   Prevention of acquisition of easements

                  Without prejudice to sub-clause 2.20.2 above not to permit or
                  suffer any owner of adjoining or neighbouring property to
                  acquire any rights of way light or air or other easements over
                  the Demised Premises but as soon as the Tenant becomes aware
                  thereof to inform the Landlord or the Landlord's Managing
                  Agents in writing of any act or thing which may result in the
                  acquisition of any right or privilege over the Demised
                  Premises (for the purpose of enabling the Landlord if it
                  thinks fit to do anything necessary for preventing the
                  acquisition of any such right or privilege and to permit the
                  Landlord and the Landlord's Managing Agents to enter and
                  examine the Demised Premises accordingly) and at the sole cost
                  of the Landlord to join with the Landlord in taking such steps
                  or action as may be reasonably required by the Landlord to
                  prevent any such right or privilege from being acquired

2.21     To notify Landlord of defects and damage

         2.21.1   To notify the Landlord without delay upon becoming aware of
                  any "relevant defects" of which it is aware in the state of
                  the Demised Premises within the meaning of Section 4 of the
                  Defective Premises Act 1972 or any statutory modification or
                  re-enactment thereof and (without prejudice to the foregoing)
                  to give notice thereof as soon as reasonably practicable to
                  the Landlord of any notice or claim affecting the Demised
                  Premises

         2.21.2   In the event of the Demised Premises being destroyed or
                  damaged to give notice thereof immediately to the Landlord or
                  the Landlord's Managing Agents stating the cause of such
                  destruction or damage if the Tenant can in fact determine the
                  cause

2.22     For sale or to let boards

                                      20
<PAGE>

         To permit the Landlord and its surveyors workmen and agents at any time
         during the Term for the purpose of selling or disposing of the
         Landlord's reversionary interest or at any time within six calendar
         months next before the expiration or sooner determination of the Term
         for the purpose of re-letting the Demised Premises to enter upon the
         Demised Premises and to affix and retain upon any suitable part thereof
         (but not so as to block any door or window) a notice board for selling
         or letting the same (with or without any other premises) as the case
         may be and the Tenant will not remove or obscure the same and will at
         all times throughout the Term permit all prospective purchasers or
         tenants by order in writing of the Landlord or its agents to enter and
         view the Demised Premises or any part thereof at reasonable hours in
         the daytime by prior appointment without interruption

2.23     Covenants

         To comply with those covenants and other matters affecting the Demised
         Premises and not to interfere with those rights easements or other
         matters (if any) affecting the Demised Premises as (in each case) are
         contained or referred to in the documents referred to in the Fifth
         Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1      Quiet enjoyment

         That the Tenant paying the rents hereby reserved and observing and
         performing the several covenants and stipulations on its part herein
         contained shall peaceably hold and enjoy the Demised Premises during
         the Term without any interference of the Landlord or any person
         rightfully claiming under or in trust for him or by title paramount

3.2      To insure

         3.2.1    Subject to such limitations exclusions and excesses as are
                  required by the insurers normal terms of insurance to keep
                  insured at all times throughout the Term the Demised Premises
                  (with the Tenant's interest being noted upon the policy of
                  insurance if the insurers so permit) against loss or damage by
                  fire explosion lightning storm and tempest riot civil
                  commotion and aircraft and articles dropped therefrom and
                  (where appropriate) flooding impact by vehicle escape of water
                  from burst pipes or other water apparatus (and in time of war
                  against war risks under any statutory insurance scheme which
                  may be applicable to the Demised Premises) the cost of shoring
                  up demolition and site clearance and against such other risks
                  as the Landlord may from time to time reasonably require
                  together with surveyors and architect's fees and three years
                  loss of rent (to include not only the rent currently payable
                  but having reasonable regard to potential increases in rent
                  pursuant to the Fourth Schedule and with any addition to the
                  amount insured as the Landlord may reasonably decide in
                  respect of VAT) in some insurance office

                                      21
<PAGE>

                  of repute to a value equal to the full cost of reinstatement
                  thereof but not necessarily facsimile reinstatement in
                  accordance with local and statutory requirements then current
                  and against loss of or damage to property or personal injury
                  arising by reason of the condition of the Demised Premises or
                  any part thereof or any building erected thereon or anything
                  done therein and to make all payments necessary for that
                  purpose when the same shall respectively become payable and
                  unless the policy of insurance shall be vitiated by act or
                  default of the Tenant or its agents licensees servants or
                  invitees to cause all monies received by virtue of any such
                  insurance (save any monies received in respect of loss of
                  rent) to be forthwith laid out in rebuilding and reinstating
                  the Demised Premises in the event of the Demised Premises
                  being damaged or destroyed as aforesaid unless the Landlord is
                  unable having used its best endeavors (which the Landlord
                  agrees to do) to obtain permission for such rebuilding or
                  reinstatement of the Demised Premises whereupon this demise
                  shall forthwith be at an end without prejudice to any right of
                  action of the Landlord or the Tenant in respect of any
                  antecedent breach of covenant Provided that the Tenant shall
                  have no claim in respect of the said insurance monies

         3.2.2    Whenever reasonably so required by the Tenant to supply to the
                  Tenant sufficient details of such policy or policies of
                  insurance to enable the Tenant to comply with the terms and
                  conditions thereof together with evidence of payment of the
                  premium

3.3      To use all reasonable endeavors to do such of the things and to provide
         such of the services specified in the Third Schedule hereto as the
         Landlord or Landlord's Managing Agents from time to time shall deem
         appropriate and to use its like endeavors to enforce the covenant to
         contribute to the expenses referred to in the Third Schedule which are
         contained in leases of other premises on the Science Park (as defined
         in the First Schedule hereto)

3.4      Unless the Landlord reasonably considers it not to be in the interest
         of other tenants on the Science Park (as defined as aforesaid) to use
         reasonable endeavors at the Tenant's request to enforce the covenants
         contained in leases of other premises on the Science Park (as so
         defined) the Tenant indemnifying the Landlord against its expenses
         properly incurred in so far as they are not recoverable under the
         provisions of the other leases (or otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

4.1      Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if the rents
         reserved or any part thereof shall be unpaid for twenty-one days after
         becoming payable whether formally demanded or not or if any covenant on
         the Tenant's part or condition contained in this Lease shall not be
         performed or observed or if the Tenant for the time being (being a
         company) shall

                                      22
<PAGE>

         enter into liquidation whether compulsory or voluntary (save for the
         purpose of reconstruction or amalgamation whilst solvent) or pass a
         resolution for winding up (save as aforesaid) or suffer an
         administrator or an administrative receiver to be appointed or being an
         individual or being more than one individual any one of them shall have
         a receiving order made against him or become bankrupt or if the Tenant
         (or if there shall be more than one Tenant any of them) shall enter
         into composition with their or his creditors or suffer any distress or
         execution to be levied on their or his goods then and in any such case
         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 or remedy of the Landlord in respect
         of any breach non-observance or non-performance of any of the Tenant's
         covenants or any conditions herein contained

4.2      Notices

         Any notice under this Lease shall be in writing and shall be deemed
         well served if posted to the Registered Office of the recipient or if
         an individual at his last known address or in the case of the service
         on the Tenant at the Demised Premises by first class post recorded
         delivery in which case the date of service shall be the day following
         the date of posting

4.3      Waiver

         No demand for or acceptance of or receipt for rent by the Landlord
         after knowledge or notice received by the Landlord or his agents of any
         breach of any of the Tenant's covenants hereunder shall be or operate
         as a waiver wholly or partially of any such breach but any such breach
         shall for all purposes of these presents be a continuing breach of
         covenant so long as such breach shall be subsisting and the Tenant
         shall not be entitled to set up any such demand or acceptance of or
         receipt for rent by the Landlord as a defense in any action or
         proceeding by the Landlord

4.4      Representations

         The Tenant hereby admits that the Demised Premises have been inspected
         by it or on its behalf and the Tenant has entered into this Lease
         solely on the basis of such inspection and upon the terms hereof and
         not in reliance of any collateral contract warranty or representation
         whether written oral or implied made by or on behalf of the Landlord
         other than any made by the Landlord's Solicitors in reply to any
         enquiries raised by the Tenant's Solicitors prior to the date hereof

4.5      Value Added Tax

         For the avoidance of doubt it is hereby declared that where any party
         has an obligation to make payment of any amount hereunder including
         (without prejudice to the generality of the foregoing) the rents hereby
         reserved and any Value Added Tax (or other like tax excise or custom or
         other duty) becomes payable in respect of the supply of any goods or
         services to which such amount relates or by reference to which in whole
         or in part such amount is ascertained then the obligation shall extend
         to and include the Value Added Tax (or other like tax as hereinbefore
         mentioned) or the appropriate proportion thereof

4.6      Rent abatement

                                      23
<PAGE>

         If the Demised Premises or any part thereof shall at any time during
         the Term be destroyed or so damaged by fire or other insured risk as to
         be unfit for occupation or use then and in any such case unless the
         insurance of the Demised Premises shall have been forfeited or payment
         of the said policy monies or any part thereof refused by or in
         consequence of any act or default of the Tenant their licensees or
         agents the rent hereby reserved (without prejudice to any monies owing
         to the Landlord at the date of such damage or destruction) or a fair
         and just proportion thereof according to the nature and extent of the
         damage sustained shall from the date of such damage or destruction and
         until the Demised Premises shall have been rebuilt or reinstated and
         made fit for occupation or until the end of the period for which the
         Landlord shall have initiated loss of rent insurance (whichever shall
         first occur) be suspended and cease to be payable.

4.7      Ending of the lease following major damage

         If at any time the Demised Premises shall be destroyed or damaged and
         shall not have been reinstated by the Landlord by the date on which the
         insurance for loss of rent effected by the Landlord expires the Tenant
         may at any time thereafter by notice in writing to the Landlord
         determine this Lease and on the tenth working day following the service
         of such notice this Lease shall determine but without prejudice to any
         rights or remedies which may then have accrued in respect of any breach
         of any of the covenants or provisions contained therein provided that
         the Tenant may not determine this Lease if the Landlord had by the date
         falling two years and 6 months from the date of destruction or damage
         commenced and is diligently proceeding with the carrying out of works
         to replace the damaged or destroyed parts of the Demised Premises

4.8      Construction (Design and Management) Regulations 1994

         4.8.1    In this clause:

                  (A)      the expression "Regulations" means the Construction
                           (Design and Management) Regulations 1994 and any
                           expressions appearing in this clause which are
                           defined in the Regulations have the same meaning; and

                  (B)      the expressions "relevant work" means any
                           construction work which is undertaken by the Tenant
                           or by a person claiming under it pursuant to an
                           obligation or a right (whether or not requiring the
                           Landlord's consent) under this lease and for the
                           purposes of the Regulations the Tenant irrevocably
                           acknowledges that it, and not the Landlord, arranges
                           the design, carrying out and construction of relevant
                           work.

         4.8.2    The Tenant irrevocably acknowledges that it will be the only
                  client in respect of any relevant work.

         4.8.3    Before any relevant work is commenced the Tenant shall make a
                  declaration in

                                      24
<PAGE>

                  accordance with Regulation 4(4) and shall forthwith serve it
                  on the Executive and a copy of it on the Landlord.

         4.8.4    The Tenant shall comply with its obligations as client in
                  respect of any relevant work.

         4.8.5    The Tenant shall promptly provide the Landlord with a complete
                  copy of the health and safety file for all relevant work and
                  (no later than the expiry of the Term) the original health and
                  safety file.

         4.8.6    The provisions of this clause 4.9 shall apply notwithstanding
                  that any consent issued by the Landlord in respect of any
                  relevant work does not refer to the said provisions or to the
                  Regulations.

4.9      Restriction on acquisition of easements

         The Tenant shall not by virtue of this demise be deemed to have
         acquired or be entitled to nor shall it during the Term acquire or
         become entitled by any means whatsoever in respect of the Demised
         Premises to any right of light or air nor any other easement from or
         over or affecting any other land or premises now or at any time
         hereafter belonging to the Landlord and not comprised in this demise
         save such as it necessary for the carrying on of the Tenant's business
         in the Demised Premises.

4.10     Warranty

         Nothing herein contained or implied shall be taken to be a covenant
         warranty or representation by the Landlord that the Demised Premises
         can lawfully be used for any particular purpose or that the Demised
         Premises are fit for any purpose for which the Tenant may use them

4.11     Remedies for dilapidations in the state

         If at the expiration or sooner determination of the Term the Demised
         Premises are not in the state of repair and condition in which they
         should be having regard to the Tenant's covenants herein contained the
         Tenant shall (if so required by the Landlord) pay to the Landlord on
         demand by way of liquidated damages:

         4.11.1   such sum as shall be agreed between the parties and in default
                  of agreement as shall be certified by an independent chartered
                  surveyor to be appointed by the Landlord to represent in his
                  opinion:

                  (A)      the cost of putting the Demised Premises into the
                           state of repair and condition in which they should be
                           as aforesaid and

                                      25
<PAGE>

                  (B)      the rent that would have been payable under this
                           Lease if the Term had been extended for such period
                           as is necessary to put the Demised Premises into the
                           state of repair and condition in which they should be
                           as aforesaid and

         4.11.2   the reasonable fees of the Landlord or its agent for the
                  preparation and service of a Schedule of Dilapidations and of
                  the said independent chartered surveyor for the preparation
                  and issue of the said certificate.

4.12     Removal of Tenant's property

         If at such time as the Tenant has vacated the Demised Premises after
         the determination of the Term either by effluxion of time or otherwise
         any property of the Tenant shall remain in or on the Demised Premises
         and the Tenant shall fail to remove the same within twenty-eight days
         after being requested by the Landlord so to do by a notice in that
         behalf then and in such case the Landlord may as the agent of the
         Tenant (and the Landlord is hereby appointed by Tenant to act in that
         behalf) sell such property and shall then hold the proceeds of sale
         after deducting the reasonable costs and expenses of removal storage
         and sale reasonably and properly incurred by it to the order of the
         Tenant PROVIDED THAT the Tenant will indemnify the Landlord against any
         liability incurred by it any third party whose property shall have been
         sold by the Landlord in the bona fide mistaken belief (which shall be
         presumed unless the contrary be proved) that such property belonged to
         the Tenant and was liable to be dealt with as such pursuant to this
         sub-clause

4.13     Party Walls

         All walls separating the Demised Premises from any adjoining premises
         shall be party walls and shall be used and repaired and maintained as
         such and all ceiling joists beams slabs floors and walls separating the
         Demised Premises from any adjoining premises shall be party structures
         and shall be used and repaired and maintained as such

4.14     No liability for injury etc

         The Landlord shall not be responsible to the Tenant or its servants or
         visitors for any injury death damage destruction caused by natural or
         consequential loss whether to person property or goods due directly or
         indirectly to any act neglect or default of any other tenant or
         permitted occupier for the time being of the Science Park or to the
         condition of the Demised Premises or any of its appurtenances

4.15     Powers of Landlord's Managing Agents

         The obligations of the Tenant under this Lease shall be enforceable in
         case of default as well by the Landlord's Managing Agents in their own
         name as by the Landlord

                                      26
<PAGE>

4.16     No compensation

         If the Lease hereby granted is within Part II of the Landlord and
         Tenant Act 1954 then subject to the provisions of sub-clause (2) of
         Section 38 of that Act the Tenant shall not be entitled on quitting the
         Demised Premises to any compensation under Section 37 of the same Act
         or under any corresponding provision in any Act or under any
         corresponding provision in any Act amending or replacing the same

4.17     Tenant's right to break

         4.17.1   The Tenant may (subject to the provisions of this clause)
                  determine this lease as at 24th December 2009 (the "Break
                  Date").

         4.17.2   The Tenant shall give the Landlord written notice of its
                  intention to determine at least thirteen months before the
                  Break Date.

         4.17.3   If the Tenant duly serves a notice under this clause it shall
                  procure that vacant possession of the Demised Premises will be
                  available on the Break Date free of occupation by and of any
                  estate or interest vested in the Tenant or any third party and
                  this lease shall not determine as a result of any notice
                  served by the Tenant if it is in material breach of any of its
                  covenants contained in this lease (including those contained
                  in this clause) at the Break Date except to the extent if at
                  all the Landlord in its absolute discretion waives compliance
                  with any of them.

         4.17.4   If a notice is duly served and the requirements of paragraph
                  4.17.3 of this clause are first satisfied this lease shall
                  determine on the Break Date without prejudice to:

                  (A)      any rights or remedies which may have accrued to
                           either party in respect of any breach of any of the
                           covenants or obligations contained in it including
                           obligations under this clause which shall continue to
                           bind the parties; and

                  (B)      the continuing obligation of the parties to account
                           to one another on demand for any payment or allowance
                           apportioned up to the date of determination as soon
                           as reasonably possible thereafter.

         4.17.5   Time is of the essence of all dates and periods referred to in
                  this clause.

4.18     Freedom to deal with Science Park

         The Landlord may at any time or times hereafter convey demise or
         otherwise deal with all or any of the Science Park (as defined in the
         First Schedule hereto) free from all or any of the covenants and
         conditions herein contained or subject to any other covenants
         conditions or otherwise as the Landlord thinks fit

                                      27
<PAGE>

4.19     Overriding lease

         If, during the Term, the Landlord grants a tenancy of the reversion
         immediately expectant on the determination of this lease, whether
         pursuant to section 19 Landlord and Tenant (Covenants) Act 1995 or
         otherwise, any obligation of the Tenant to obtain the consent of the
         Landlord under this lease to any dealing shall be deemed to include a
         further obligation also to obtain the consent of the lessor under such
         tenancy to such a dealing.

4.20     Application of Landlord and Tenant (Covenants) Act of 1995

         This lease is a new tenancy for the purposes of the Landlord and Tenant
         (Covenants) Act 1995.

4.21     Stamp duty certificate

         It is hereby certified that there is no agreement for lease to which
         this lease gives effect.

5.       INTERPRETATION

         In this lease:

5.1      The singular includes the plural and vice versa and one gender includes
         both other genders.

5.2      Where a party comprises more than one person, obligations of that party
         take effect as joint and several obligations.

5.3      An obligation by the Tenant not to do (or omit) any act or thing also
         operates as an obligation not to permit or suffer it to be done (or
         omitted) and to prevent (or as the case may be) to require it being
         done.

5.4      References to:

                  (A)      any clause or schedule are reference to the relevant
                           clause or schedule of this lease and any reference to
                           a sub-clause or paragraph is a reference to that sub-
                           clause or paragraph of the clause or schedule in
                           which the reference appears and headings shall not
                           affect the construction of this lease;

                  (B)      any right of (or obligation to permit) the Landlord
                           to enter the Demised Premises shall also be construed
                           as entitling the Landlord to remain on the Demised
                           Premises, with or without equipment, and permitting
                           such right to be exercised by all persons authorised
                           by the Landlord;

                                      28
<PAGE>

                  (C)      any consent or approval of the Landlord or words to
                           similar effect mean a consent in writing signed by or
                           on behalf of the Landlord and given before the act
                           requiring consent or approval;

                  (D)      the Demised Premises (except in clause 2.11) extend,
                           where the context permits, to any part of the
                           Premises;

                  (E)      a specific Enactment include every statutory
                           modification, consolidation and re-enactment and
                           statutory extension of it for the time being in
                           force, except in relation to the Town and Country
                           Planning (Use Classes) Order 1987, which shall be
                           interpreted exclusively by reference to the original
                           provisions of Statutory Instrument 1987 No 764
                           whether or not it may have been revoked or modified;

                  (F)      the last year of the Term includes the final year of
                           the Term if this lease determines otherwise than by
                           passing of time and references to the expiry of the
                           Term include that type of determination;

                  (G)      rents or other sums being due from the Tenant to the
                           Landlord mean that they are exclusive of any VAT.

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      29
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)


ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B4 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(ii)     upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighbouring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(iii)    the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and connecting
         with the main water drainage electricity and sewage systems serving the
         Science Park PROVIDED ALWAYS that no liability shall fall upon the
         Landlord for any damage to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident floor tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of

                                      30
<PAGE>

         workmen whether in the employment of the Landlord or not or any other
         circumstances or occurrence beyond the Landlord's control

(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the seven car parking spaces coloured blue
         on Plan A

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build upon and use any land adjoining or near to the Demised
         Premises and to rebuild or alter any of the adjoining or neighbouring
         buildings including the right to build on or into the walls of the
         Demised Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of

                                      31
<PAGE>

         the Science Park as is now enjoyed or as will be hereafter enjoyed from
         the Demised Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      32
<PAGE>

                                                                         Unit B4
                                                                          Plan A



                                     [MAP]

                                      33
<PAGE>

                                                                          Plan B



                                     [MAP]

                                      34
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)


Unit B4 Melbourn Science and Business Park
------------------------------------------

1 x Stelrad Ideal Elan wall hung balanced flue gas boiler.

1 x Brefco fill expansion unit comprising 12 litre vessel filling valve, safety
valve, pressure gauge and flexible quick fit hose connection.

1 x Grundfoss U P 15 60 water pump.

1 x Gas solenoid shut off valve wired to thermal link over boiler and electric
knock off button.

16 x Stelrad Accord hot water radiators.

1 x Honeywell frost thermstat.

19 x Surelux light fitting 1200 x 600 recessed with SAS louvres.

12 x Surelux light fitting 1200 x 600 surface SAX LL3436

1 x Surelux light fitting 300 x 150 Emergency light 8w recessed.

2 x MR Light up-lighter type 1339.

1 x Surelux canopy light.

1 x Channel Safety System Ltd 2 zone CH2 fire alarm panel with Bezzell plate,
two fire bells and two break glasses.

1 x Merlin Gerin Ltd elect distribution board.

1 x Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen).

1 x Roof Unit Ltd model "G" series twin extract fan and controller (toilet).

52 x Power link sockets and trunking.

1 x MK 711 shaver point and light.

2 x Twyford Galerie WC bowl and cistern.

                                      35
<PAGE>

1 x Galerie wash hand basin and taps.

1 x Twyford Sola wash hand basin and taps (disabled).

2 x toilet roll holders.

1 x Plate glass mirror 500 x 1100

1 x Plate glass mirror 400 x 1100

2 x Twyford support rails (disabled WC)

1 x Southway mini kitchen - Ref 100 AR

1 x Santon wall mounted water heater.

1 x Armstrong Cortege suspended ceiling mineral fibre board tile 600 x 600 x 15
mm set on Armstrong Microlock 15 exposed grid suspension system (Ground Floor
only).

                                      36
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)


The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively servicing the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or the Landlord's Managing Agents' opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water rates or other outgoings
         which in the Landlord's or the Landlord's Managing Agents' reasonable
         opinion benefit the Science Park or any part thereof and which do not
         fall to be paid by any other tenant on the Science Park or by the
         Landlord in respect of any unoccupied premises available for letting on
         the Science Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord of
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act of 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at

                                      37
<PAGE>

         Work Act 1974 and in any other legislation or order or instrument
         deriving validity from any of them and any Act or Acts for the time
         being in force amending or replacing the same and any future
         legislation or order or instrument as aforesaid of the like name or
         effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park.

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         the Landlord's Managing Agents shall from time to time reasonably
         consider necessary or desirable for the use enjoyment or benefit of the
         Tenant jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not the
         Tenant shall make use of such facilities

                                      38
<PAGE>

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      39
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)


1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the Review Date;

1.2      "Review Date" means each of:

         1.2.1    25/th/ December in the years 2001, 2004 and 2007; and (if
                  applicable)

         1.2.2    any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1    the Permitted Use and the Demised Premises comply with
                  Planning Law and every other Enactment and that the lessee may
                  lawfully implement and carry on the Permitted Use;

         1.3.2    the Demised Premises have been fitted out and are fit for
                  immediate occupation and operation of the Permitted Use;

         1.3.3    no work has been carried out to the Demised Premises which has
                  diminished their rental value;

         1.3.4    in case the Demised Premises or the Science Park or any part
                  of it has been destroyed or damaged they have been fully
                  restored.

         but disregarding any effect on rent of:

                                      40
<PAGE>

         (i)      the fact that the Tenant or any underlessee or other occupier
                  or their respective predecessors in title has been or is in
                  occupation of the Demised Premises;

         (ii)     any goodwill attached to the Demised Premises by the carrying
                  on in them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other occupier; and

         (iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
                  carried out to the Demised Premises during the Term by the
                  Tenant or any permitted underlessee, in either case at its own
                  expense in pursuance of a licence granted by the Landlord and
                  otherwise than in pursuance of any obligation to the Landlord
                  and any other works carried out at the Demised Premises by the
                  Tenant under any previous tenancy whether or not so licensed
                  by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent chartered
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in the letting and
         valuation of premises of a similar character and quality to those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:

         (a)      for the period commencing on 25th December 1998 and expiring
                  on 24th December 1999 the sum of Twenty Five Thousand Five
                  Hundred and Eighty Five Pounds ((pound)25,585); and

         (b)      for the period commencing on 25th December 1999 until the
                  first Review Date the sum of Twenty Eight Thousand Four
                  Hundred Pounds ((pound)28,400).

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

                                      41
<PAGE>

4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

         4.2.1    to give written notice to the Landlord and the Tenant inviting
                  each of them to submit to him within such time limits as he
                  shall reasonably stipulate a proposal for the Review Rent
                  supported by any or all of:

                  (A)      a statement of reasons;

                  (B)      a professional rental valuation;

                  (C)      information in respect of any other matters they
                           consider relevant; and (separately and later)

                  (D)      submissions in respect of each other's statement of
                           reasons, valuation and other matters; and

         4.2.2    upon written request from the Landlord or the Tenant to assess
                  the Review Rent with a hearing and not solely upon the written
                  submissions and other matters referred to at paragraph 4.2.1
                  of this schedule 4; and

         4.2.3    to give written notice to the Landlord and the Tenant if he
                  shall appoint a Solicitor or Counsel or expert to advise and
                  assist him on points of law and/or procedure and/or evidence
                  which notice shall include the name of the Solicitor or
                  Counsel or expert and details of their anticipated fees and
                  expenses and the Landlord or the Tenant shall notify the
                  Review Surveyor within a reasonable period if there is any
                  objection to such appointment or the level of such fees or
                  expenses and the Review Surveyor shall give reasonable
                  consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord or the Tenant may apply to the President
         for the appointment of another Review Surveyor.

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

                                      42
<PAGE>

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review Rent, any amount by which the Review Rent for the period
         commencing on the relevant Review Date and ending on the quarter day
         following the date of payment exceeds the Current Rent paid on account
         for the same period, plus interest (but calculated at 2% per annum
         above the Midland Bank Plc base lending rate then in force) for each
         instalment of rent due on and after the relevant Review Date on the
         difference between what would have been paid on that rent day had the
         Review Rent been fixed and the amount paid on account (the interest
         being payable from the date on which the instalment was due up to the
         date of payment of the shortfall).

6.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as at the next following quarter
         day which shall for the purposes of this lease be a Review Date.

7.       As soon as possible after any increase in rent is agreed or determined
         pursuant to this Fourth Schedule, a memorandum recording the increase
         shall be signed on behalf of the Landlord and the Tenant respectively
         and exchanged between them.

                                      43
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants etc.)


All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      44
<PAGE>

                                SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)


The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations the Assignor shall comply with
         the obligations in respect of which the Assignee shall be in default
         and shall on demand pay to the Landlord an amount equivalent to the
         rents and other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the Landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premises (for a term computed
         from the date of the Relevant Trigger Event to the date on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights of the Landlord against the Assignee
         the Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

1.4      the Assignor shall pay all charges (on a full indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agrees with the Assignor that it will notify the Assignor
         in writing within ten working days of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      45
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)


ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B6 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)      with or without vehicles to pass and repass to and from the Demised
         Premises or any part thereof and the public highway over and along such
         roads as may from time to time during the Term be constructed upon the
         Science Park but not at any time to park thereon and on foot to pass
         and repass to and from the Demised Premises or any part thereof from
         such roads

(ii)     upon reasonable notice being given to the Landlord to enter upon the
         adjoining or neighbouring property of the Landlord where the same is
         necessary for the purpose of complying with its covenants hereunder
         making good all damage occasioned thereby

(iii)    the free and uninterrupted passage and running of water soil
         electricity gas and telephone and other services to and from the
         Demised Premises through the sewers drains watercourses conduits pipes
         wires and cables which are now or may hereafter during the Term be in
         under or over the Demised Premises or the Science Park and connecting
         with the main water drainage electricity and sewage systems serving the
         Science Park PROVIDED ALWAYS that no liability shall fall upon the
         Landlord for any damage to the Tenant if there shall be any
         interruption or obstruction to the roads or service areas or to the
         said systems caused by accident floor tempest frost breakdown of any
         machinery acts of the Queen's forces or of the Queen's enemies riot
         civil commotion operation of aircraft hostile or friendly or force
         majeure or act of God or by any restrictions or regulations of Her
         Majesty's Government or any strike or work to rule or lockout of

                                      46
<PAGE>

         workmen whether in the employment of the Landlord or not or any other
         circumstances or occurrence beyond the Landlord's control

(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the nine car parking spaces coloured blue on
         Plan A

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      47
<PAGE>

                                  (THE COMMON SEAL of SUN LIFE
                                  (PENSIONS MANAGEMENT LIMITED
                                  (was hereunto affixed in the presence of:


                                  Director


                                  Director/Secretary

                                      48
<PAGE>

                            A SCHEDULE OF CONDITION
                            -----------------------

                  UNIT B6, BEECH HOUSE, MELBOURN SCIENCE PARK
                  -------------------------------------------


Note:
-----

1.       Where no reference or comment, the item concerned is to be assumed in
         sound condition consistent with its age and the general construction
         and condition of the building.

2.       This Schedule has been prepared by Mr D.T. Ward FRICS based on
         inspection of the accommodation on 10th February 1997 at which time the
         Unit was occupied by Wavedriver. It will not record any damage caused
         or suffered between the date of inspection and commencement of the
         Lease.

3.       The purpose of this Schedule is to record the condition of the premises
         at the commencement of the Lease so far as that Condition is relevant
         to performance of the Tenant's repairing etc covenants in the Lease.

4.       No tests have been applied to service installations or equipment.


                                 GROUND FLOOR
                                 ------------

Walls
-----

Hairline cracks and local loose and missing plaster on external wall in single
storey extension, running up to sloping ceiling plaster and into wall in corner
of room.

Minor hairline cracks in plaster over most window heads (vertical and diagonal).

Vertical hairline crack on wall adjoining B5 courtyard wall.

6 no. vertical plastic conduits fitted to wall.

Holes in plaster where fixings made and removed.

Decorations
-----------

Light rub marking generally.  Moderate rub marking near doors.

Skirtings
---------

Plastic coated metal conduit skirtings to most walls. No skirting otherwise.

                                      49
<PAGE>

Floor
-----

Blue grey fitted cord carpet. Generally worn and faded where exposed. Marked by
floor equipment. Joints between lengths show.

Doors
-----

Door to Hall heavily soiled around finger plates. Light rub marking and some
boot marking to Hall door.

Door to B9 - softwood frame slightly shrunken and loose with gaps to plaster.

Windows
-------

UPVC surfaces need cleaning.

Boiler Room
-----------

Hairline crack to all and soffit margins.

Kitchen
-------

Walls - damp and rust marked behind wall mounted electric heater. Minor hairline
horizontal cracks on wall opposite door.

Decorations - heavily soiled in lower parts of walls.

Ceiling - 1 tile water marked.

Water heater - enamel casing stained and rust marked (the condition of this Unit
is suspect).

Worktop - stained to left of bowl.

Wall tiles - grout soiled above sink. Cut tiles loose and open jointed above
worktop and sink.

Sink unit - bowl stained.

Wall cupboards - internal surfaces need cleaning and part stained.

WC's
----

Walls - paintwork slightly rubbed.

                                      50
<PAGE>

Tiles - grout soiled over basins.

Doors - finger marked and lightly rubbed.

Hall
----

Ceiling - 6 no. tiles slightly misplaced

Walls - hairline crack over ends of entrance door head.

Decorations - rub marked generally.

Floor - carpet as main Unit.

Stairs/Landing
--------------

Ceiling - plaster hairline cracked.

Walls - general plaster cracking extending diagonally approx 1m. from corners of
landing window with further cracking up to 2mm width and small areas loose
plaster adjoining. Cracked and loose plaster at ceiling margins on main stair
wall.

Decorations - light rub marking except moderate ditto on Landing.

                                  FIRST FLOOR
                                  -----------

Walls
-----

Vertical hairline crack over window heads and down from sill ends.

Cracked and loose plaster at ceiling margin of wall to B9 and horizontal
hairline cracks on this wall and party wall to B7.

Hairline horizontal crack on wall to courtyard.

Decorations
-----------

Generally lightly rubbed.

Skirtings
---------

Plastic coated metal conduit skirtings to most walls. No skirting otherwise.

                                      51
<PAGE>

Floor
-----

Blue grey fitted cord carpet. Generally worn and faded where exposed.

Windows
-------

UPVC surfaces need cleaning.


                                  EXTERNALLY
                                  ----------

Windows
-------

UPVC frames and sills need cleaning off.

Walls
-----

Salt marked in places.


Signed:                                             D. T. WARD FRICS
                  for the Tenant

Signed:                                             S. J. DAZELEY B.Sc. ARICS
                  for the Landlord

                                      52
<PAGE>

             DATED                                           1999
             ----------------------------------------------------


                     SUN LIFE PENSIONS MANAGEMENT LIMITED

                                      and

                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED

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

                                     LEASE
                                      of
                         Unit B7 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire

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


NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
      (Covenants) Act 1995.

                                                  Herbert Smith
                                                  Exchange House
                                                  Primrose Street
                                                  London EC2A 2HS
                                                  Tel: 0171-374 8000
                                                  Fax: 0171-374 0888
                                                  Ref: 2065/2174/30794054
THIS LEASE is made the        day of        1999

                                       1
<PAGE>

BETWEEN:

(1)      SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
         registered office is at 107 Cheapside London EC2V 6DU (hereinafter
         called the "Landlord") and

(2)      CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
         registered office is at The Science Park Melbourne Cambridgeshire SG8
         6JJ (hereinafter called the "Tenant")

WITNESSETH as follows:

1.       The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
         particularly described in the First Schedule hereto together with the
         Landlord's fixtures and fittings therein set out in the Second Schedule
         hereto (all which premises are hereinafter referred to as the "Demised
         Premises") TO HOLD the same unto the Tenant for the term of twelve
         years subject to the provisions for earlier determination in Clause
         4.17 from and including 25/th/ December 1998 (the "Term") PAYING
         THEREFOR:

         FIRSTLY, yearly and proportionately for any part of a year, the rent
         specified in the Fourth Schedule, by equal quarterly payments in
         advance on the usual quarter days in every year, the first such payment
         or a proportionate part of it (being a proportionate part of the rent
         specified in paragraph 2 of the Fourth Schedule from the date hereof to
         the first anniversary of the date from which the Term is calculated,
         after deduction of the quarterly instalments of such yearly rent
         payable on the intervening usual quarter days) to be made on the date
         hereof;

         SECONDLY on demand by way of additional rent (and the Landlord's
         remedies for recovering rent in arrears shall apply hereto) a sum
         representing interest at the rate of four pounds per centum per annum
         above the Midland Bank Plc base lending rate in force at the date the
         rent falls due upon any payment of rent outstanding and unpaid upon the
         date when the payment of rent fell due and upon any other sum or sums
         of money payable under the terms of this Lease by the Tenant to the
         Landlord which shall remain unpaid the interest to be charged from the
         date upon which the payment of rent fell due or the said sum or sums
         was or were (as the case may be) demanded in writing throughout the
         entire period during which the payment of rent or other sum or sums
         remain outstanding or unpaid Provided always that this Clause shall not
         prejudice in any way the Landlord's right of re-entry contained in
         Clause 4.1 hereof

         THIRDLY as additional rent a proportionate part (hereinafter called
         "the service rent") of the Maintenance Charge (which expression in this
         Lease shall mean the aggregate in any one year of the costs expenses
         provisions liabilities and payments properly incurred or otherwise
         provided for by the Landlord in relation to the matters set forth in
         the Third

                                       2
<PAGE>

         Schedule hereto) being subject to the following terms and provisions:

1.1      the amount of the service rent shall be ascertained and certified
         annually by a certificate (hereinafter called "the certificate") signed
         by the Landlord or its Managing Agents (which expression in this Lease
         shall mean the Agents (if any) nominated by the Landlord and for the
         time being thereunder duly authorised by the Landlord and includes
         their sub-agents to whom if requested by the Landlord in writing all
         communications intended for the Landlord shall be addressed) so soon
         after the end of the Landlord's financial year as may be practicable
         and shall relate to such year in manner hereinafter mentioned

1.2      the expression "the Landlord's financial year" shall mean the period
         from the First day of April to the Thirty-first day of March or such
         other annual period as the Landlord may in its discretion from time to
         time determine

1.3      a copy of the certificate for each such financial year shall be
         supplied by the Landlord to the Tenant on written request and without
         charge to the Tenant

1.4      the certificate shall contain a fair and accurate summary of the
         Landlord's said expenses and outgoings incurred by the Landlord during
         the Landlord's financial year to which it relates and the certificate
         (or a copy thereof duly certified by the person by whom the same was
         given) shall be conclusive evidence for the purposes hereof of the
         matters which it purports to certify save in case of manifest error or
         mis-statement

1.5      the annual amount of the service rent payable by the Tenant as
         aforesaid shall be:

               (A)  percentage of the Maintenance Charge which is calculated by
                    comparing the gross internal floor area of the Demised
                    Premises with the total gross internal floor area of all
                    premises (including the Demised Premised) let or available
                    for letting (including any premises the freehold of which
                    has been sold by the Landlord but subject to the payment to
                    the Landlord of a service charge contribution) from time to
                    time on the Science Park (as defined in the First Schedule)
                    and the determination of such percentage by the Landlord or
                    its Managing Agents shall be final

               (B)  together with the whole of the insurance charge set forth in
                    Paragraph 15 of the Third Schedule

1.6      on the usual quarter days in each year during the Term the Tenant shall
         pay to the Landlord such a sum (hereinafter referred to as "advance
         payment") in advance and on account of the service rent for the
         Landlord's financial year then current as the Landlord or its Managing
         Agents shall from time to time specify to be fair and reasonable

1.7      within a reasonable period after the end of each Landlord 's financial
         year the Landlord shall furnish to the Tenant an account of the service
         rent payable by the Tenant for that

                                       3
<PAGE>

         year due credit being given therein for the advance payments made by
         the Tenant in respect of the said year and upon the furnishing of such
         account there shall be paid by the Tenant to the Landlord the service
         rent or any balance found payable or there shall be allowed or (after
         the expiry of the Term) repaid by the Landlord to the Tenant any amount
         which may have been overpaid by the Tenant by way of advance payment as
         the case may require PROVIDED ALWAYS that the provisions of this sub-
         clause shall continue to apply notwithstanding the expiration or sooner
         determination of the Term but only in respect of the period down to
         such expiration or sooner determination as aforesaid

1.8      it is hereby agreed and declared that the Landlord shall not be
         entitled to re-enter under the provision in that behalf hereinafter
         contained by reason only of the non payment by the Tenant of any
         advance payment as aforesaid prior to the issue of the certificate for
         the preceding financial year but nothing in this Clause or this Lease
         contained shall disable the Landlord from maintaining an action against
         the Tenant in respect of non payment of any such advance payment
         notwithstanding that the certificate had not been issued at the time of
         the proceedings subject nevertheless to proof in such proceedings by
         the Landlord that the advance payment demanded and unpaid is of a fair
         and reasonable amount having regard to the prospective service rent
         ultimately payable by the Tenant

2.       THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

2.1      To pay Rent

         To pay the rents hereby reserved and made payable on the days and in
         manner aforesaid without any deductions or set off and (unless the
         Landlord agrees otherwise) to pay the rent first reserved (together
         with any VAT on it) by Banker's standing order.

2.2      To pay Outgoings

         2.2.1    From time to time and at all times throughout the Term to pay
                  and discharge all existing and future rates taxes duties
                  charges community charges and assessments surcharges
                  impositions and outgoings whatsoever whether parliamentary
                  local or of any other description which now are or may at any
                  time during the Term be assessed imposed or charged upon or
                  payable in respect of the Demised Premises or any part thereof
                  or upon the owner or occupier in respect thereof or payable by
                  either in respect thereof and whether of national or local and
                  whether of a capital or revenue nature and even though of a
                  wholly novel character provided that the Tenant shall not in
                  any event be liable for any payments as shall be occasioned by
                  any development disposition of or dealing with the ownership
                  of any estate or interest expectant in reversion on the
                  determination of the Term or subject to Clause 4.6 hereof upon
                  the rents received by the Landlord

         2.2.2    To pay all charges for water, gas and electricity (including
                  meter rents) consumed

                                       4
<PAGE>

                  in the Demised Premises during the Term.

         2.2.3    To keep the Demised Premises in rateable occupation during the
                  last three months of the Term or such longer period as The
                  Secretary of State may specify as "the standard period" for
                  the purpose of Section 42 of the Local Government Planning and
                  Land Act 1980

         2.2.4    Immediately and in any case within seven days of receipt of
                  any proposal by the Valuation Officer or Rating Authority
                  respecting the rating assessment of the Demised Premises to
                  give notice thereof to the Landlord and not to agree to any
                  such proposal without the Landlord's written consent (such
                  consent not to be unreasonably withheld or delayed)

2.3      To repair and keep clean and tidy

         2.3.1    Subject always to the proviso hereinafter appearing well and
                  substantially to repair cleanse maintain and keep in good and
                  substantial repair and condition the Demised Premises and
                  without prejudice to the generality of the foregoing well and
                  substantially to repair and keep in repair and maintain all
                  party walls (jointly with tenants of adjoining premises) and
                  all fencing and boundary walls lighting heating and
                  ventilation and drainage systems plate gazing water gas and
                  other installations fire fighting equipment and all other
                  machinery and Landlord's fixtures and fittings in the Demised
                  Premises and exclusively serving the same and all sewers
                  drains channels watercourses gutters rainwater and soil pipes
                  and cables and supply lines exclusively serving the same
                  (damage by any of the insured risks save where the insurance
                  moneys shall be irrecoverable in consequence of any act or
                  default of the Tenant or its agents licensees servants or
                  invitees or damage to the Tenant's trade fixtures fittings and
                  stock (if any) only excepted)

         2.3.2    To keep the Demised Premises maintained to a good standard of
                  decorative order and properly clean and, as often as necessary
                  and at least once in every third year as to the exterior of
                  the Demised Premises and once in every fifth year as to the
                  interior of the Demised Premises and also in the last year of
                  the Term (but not twice in any period of 18 months), to
                  redecorate and treat the Demised Premises with appropriate
                  materials in a good and workmanlike manner (and during the
                  last year of the Term in a colour scheme and with materials
                  approved by the Landlord).

         2.3.3    Without prejudice to the generality of the foregoing to clean
                  all glazing (both inside and outside and including frames) in
                  the Demised Premises as often as shall reasonably be necessary
                  but not less than once in every three months

         2.3.4    To clean the brickwork cladding and other finishes in a
                  workmanlike manner as

                                       5
<PAGE>

                  often as shall reasonably be considered necessary by the
                  Landlord

         2.3.5    Immediately preceding the determination of the Term (howsoever
                  determined) to thoroughly clean and scour the external and
                  internal parts of the Demised Premises and leave the same
                  clean and secure in every respect on the last day of the Term

         2.3.6    To make good all damage caused to the Demised Premises and all
                  other parts of the Science Park (as defined in the First
                  Schedule hereto) by the Tenant its servants agents or
                  licensees or caused in the furtherance of theft and within one
                  month (or within twenty- four hours in case of emergency)
                  after service upon the Tenant by the Landlord of a notice in
                  writing specifying any repairs for which the Tenant is
                  responsible and necessary to be done to commence and
                  thereafter proceed diligently to complete the execution of
                  such repairs and if the Tenant shall fail so to do the
                  Landlord may execute such repairs and the cost thereof shall
                  be a debt due from the Tenant to the Landlord and be forthwith
                  recoverable by action and the Landlord's remedies for
                  recovering rent in arrears shall apply hereto

         2.3.7    To pay to the Landlord forthwith upon written demand (and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto) the reasonable cost to the Landlord of inspecting
                  repairing maintaining renewing replacing any party walls
                  separating the Demised Premises from any adjoining premises in
                  case of failure by the Tenant to comply with its obligations
                  under Clause 2.3.1. of this Lease

         2.3.8    To take all steps necessary to prevent the freezing of water
                  pipes in the Demised Premises

         PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
         latent or inherent defects in the Demised Premises.

2.4      Landlords discretion as to painting and repairs and of making
         regulations

         To abide by the decision of the Landlord or the Landlord's Managing
         Agents as to whether and the time and manner in which any work ought to
         be done pursuant to the covenants in sub-clause 2.3. of this Clause and
         to comply with their reasonable directions in that behalf and as to the
         mode of bringing telephone communication wires into the Demised
         Premises and to abide by all reasonable regulations from time to time
         in force (written details of which shall have first been given to the
         Tenant) relating to the use of any parts of the Science Park which the
         Tenant is entitled to use but which are not included in the Demised
         Premises the Landlord being entitled to make and from time to time
         amend any such regulations as it shall at its discretion think
         appropriate for the preservation of the quality and character of the
         Science Park and the amenities thereof

                                       6
<PAGE>

         and the wellbeing of its occupants (including but without limiting the
         generality of the foregoing regulations restricting the use of the
         Science Park but not the Demised Premises for such periods as the
         Landlord shall deem reasonably necessary or expedient in the interests
         of safety expedition of repairs or decorations or otherwise)

2.5      Restriction on effluent and rubbish

         2.5.1    Not to discharge into the drains of the Landlord any effluent
                  other than storm water or into the sewers of the Landlord any
                  effluent other than sewerage water and soil otherwise than as
                  authorised by license issued by Anglian Water Plc or Geodesys
                  Limited or other drainage authority for the time being having
                  jurisdiction in relation to the Science Park and strictly in
                  compliance with all conditions regulations and requirements
                  attaching to such licence PROVIDED THAT the Tenant shall at
                  all times indemnify the Landlord in relation to any liability
                  for contamination or other costs, claims or damage whatsoever
                  or howsoever arising from and directly attributable to such
                  discharge and not to wash down vehicles of any type on any
                  part of the Science Park

         2.5.2    To supply to the Landlord within 7 days of a request therefor
                  a copy of any licence obtained by the Tenant pursuant to Sub-
                  Clause 2.5.1. above.

         2.5.3    Not to form any refuse dump or rubbish or scrap heap on the
                  Demised Premises or in any yard passageway staircase or
                  balcony adjacent thereto but to remove as frequently as
                  reasonably necessary all refuse rubbish and scrap and all used
                  tins cans boxes and other containers which may have
                  accumulated on the Demised Premises and to use the refuse
                  disposal receptacles (if any) provided by the Landlord and to
                  keep the Demised Premises generally free from weeds deposit of
                  materials or refuse and clean and tidy and not to bring or
                  keep or suffer to be brought or kept upon the Demised Premises
                  or on any part of the Science Park anything which is or may
                  become untidy unclean unsightly or in any way detrimental to
                  the amenity of the neighbourhood and within two working days
                  to comply with the requirements of any written notice from the
                  Landlord to restore any amenity injured as aforesaid and in
                  the event of the Tenant failing to comply with such notice the
                  Landlord shall be entitled to enter upon the Demised Premises
                  or elsewhere on the Science Park and carry out any works
                  necessary to comply with such notice and to recover the
                  reasonable cost thereof from the Tenant which shall at the
                  option of the Landlord be recoverable from the Tenant as rent
                  in arrear

2.6      To permit entry for inspection

         2.6.1    To permit the Landlord or the Landlord's Managing Agents or
                  such workmen as may be authorised in writing by them
                  respectively at all reasonable times within forty-eight hours
                  of notice in writing from the Landlord to the Tenant (except
                  in

                                       7
<PAGE>

                  case of emergency when no notice shall be required) to enter
                  the Demised Premises and take a plan and examine the state of
                  repair and condition of the same and to keep inventories of
                  the fixtures and things to be surrendered at the expiry of
                  this Lease and within one calendar month or sooner if
                  requisite after notice in writing to the Tenant of all defects
                  and wants of reparation for which the Tenant is liable under
                  the covenants on his part herein contained found on such
                  examination shall have been given or left at the Demised
                  Premises to proceed diligently to repair and make good the
                  same according to such notice and the covenants and conditions
                  and in accordance with the requirements of the Landlord or the
                  Landlord's Managing Agents and in case the Tenant shall make
                  default in so doing within one month of the service of such
                  notice (or within twenty-four hours in case of emergency in
                  the opinion of the Landlord) it shall be lawful for workmen
                  and others to be employed by the Landlord to enter upon the
                  Demised Premises and repair and restore the same and all costs
                  and expenses incurred thereby and Value Added Tax thereon
                  (including Surveyor's and other professional fees) shall on
                  demand be paid by the Tenant to the Landlord and if not so
                  paid shall be recoverable by the Landlord as rent in arrear

         2.6.2    To permit the Landlord or its Agents or workmen at all
                  reasonable times within forty-eight hours of notice in writing
                  from the Landlord to the Tenant (except in case of emergency
                  when no notice shall be required) to enter upon the Demised
                  Premises for the purpose of executing repairs additions or
                  alterations painting and redecoration to or upon any adjoining
                  or neighbouring premises or for making repairing renewing or
                  connecting or cleansing any services belonging to or leading
                  from the same such persons causing as little inconvenience or
                  interruption to business as possible and making good to the
                  reasonable satisfaction of the Tenant all damage to the
                  Demised Premises thereby occasioned

         2.6.3    The Tenant shall indemnify the Landlord from and against all
                  liability whatsoever including all actions proceedings costs
                  claims and demands brought or made against the Landlord under
                  or by virtue of the Defective Premises Act 1972 or any Act or
                  Acts for the time being amending or replacing the same or any
                  regulations or orders made thereunder in the event of the
                  Landlord exercising the right to enter the Demised Premises to
                  carry out any description of maintenance or repair thereof
                  under the power contained in sub-clause 2.6.1 of this sub-
                  clause

2.7      Restriction on Alterations

         2.7.1    Not to make any structural alterations to the Demised Premises
                  or any part thereof nor to erect any new buildings or
                  extensions thereon and without prejudice to the generality of
                  the foregoing not to install any outlets for pipes wires
                  cables or flues through the walls doors or windows of the
                  Demised Premises (save as hereinafter contained) Provided
                  always that the cutting of one or more doors similar openings
                  in a wall or walls separating the Demised Premises from any
                  adjoining premises

                                       8
<PAGE>

                  occupied by the Tenant shall not for the purposes of this sub-
                  clause be regarded as a structural alteration and shall
                  require the consent of the Landlord under Clause 2.7.2

         2.7.2    Not without the previous consent in writing of the Landlord
                  such consent not to be unreasonably withheld or delayed (and
                  then only in accordance with plans previously approved in
                  writing by the Landlord such approval not to be unreasonably
                  withheld or delayed and subject to conditions reasonably
                  imposed by and under the supervision and to the reasonable
                  satisfaction of the Landlord or its Surveyors or Architects)
                  to make any non-structural alterations or additions to the
                  Demised Premises (excepting the installation of or alterations
                  to internal demountable partitioning for which no consent will
                  be necessary) and if required by the Landlord to reinstate all
                  such approved alterations and modifications (including
                  demountable partitioning) at the end of the Term (or (if
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises cease to be occupied by the Tenant) to the reasonable
                  satisfaction of the Landlord or its Surveyor.

         2.7.3    At the expiry of the Term (howsoever determined) (or (if
                  earlier) in the case of works to create an opening in walls
                  separating the Demised Premises from adjoining premises
                  occupied by the Tenant the date on which the adjoining
                  premises cease to be occupied by the Tenant) if and to the
                  extent required by the Landlord to remove all alterations or
                  additions made to the Demised Premises or any part by the
                  Tenant or its predecessors in title prior to the date of this
                  Lease pursuant to any previous tenancy of the Demised Premises
                  under which the tenant or any predecessor in title of the
                  Tenant was permitted to carry out alterations to the Demised
                  Premises subject to a liability to reinstate and where the
                  Tenant or the predecessor in title did not reinstate the
                  alterations on the determination of that tenancy and to
                  restore and make good the Demised Premises in a good and
                  workmanlike manner to the condition and design which existed
                  before the alterations were made to the reasonable
                  satisfaction of the Landlord or its surveyor.

2.8      Not to affix heavy apparatus or exceed loads or overload services

         2.8.1    Not to affix to the structure or any part of the Demised
                  Premises any heating apparatus ducting pipes or electric power
                  cables or any crane or hoist for the lifting or transport of
                  merchandise or other goods without the written permission of
                  the Landlord first obtained such permission not to be
                  unreasonably withheld or delayed such permission to be hereby
                  deemed and acknowledged in relation to any such apparatus
                  pipes cables crane or hoist affixed to the Demised Premises by
                  the Tenant prior to the date hereof pursuant to any previous
                  lease.

                                       9
<PAGE>

         2.8.2    Not to suspend or permit or suffer to be suspended any heavy
                  load from the ceilings or main structure of the Demised
                  Premises nor load or use or permit or suffer to be loaded or
                  used the floor structure of the Demised Premises in any manner
                  which will in any way impose a weight or strain in excess of
                  that which such premises are constructed to bear with due
                  margin for safety or which will in any way strain or interfere
                  with the structural members thereof

         2.8.3    Not to overload the services to the Demised Premises

         2.8.4    To pay to the Landlord on demand all reasonable costs
                  reasonably incurred by the Landlord in obtaining the opinion
                  of a suitably qualified engineer as to whether the Tenant has
                  been in breach of this sub-clause 2.8 and the Landlord's
                  remedies for recovering rent in arrears shall apply hereto

2.9      Not to avoid insurance

         2.9.1    Not to do or permit or suffer to be done anything (save that
                  the permitted use from time to time shall not be deemed to be
                  a breach of this covenant) whereby the policy or policies of
                  insurance of the Demised Premises and/or the adjoining or
                  neighbouring premises of the Landlord may become void or
                  voidable and to comply with all reasonable recommendations and
                  requirements of the insurers as to fire precautions relating
                  to the Demised Premises

         2.9.2    To pay to the Landlord on demand any increased premium which
                  the Landlord may be reasonably required to pay under any
                  insurance policy in respect of the Demised Premises or any
                  other property of the Landlord arising from the user as
                  hereinafter mentioned of the Demised Premises and all such
                  payment shall be added to the rent hereinbefore reserved and
                  shall be recoverable as rent

         2.9.3    In the event of the Demised Premises or any part thereof being
                  destroyed or damaged by any of the insured risks and the
                  insurance moneys under any insurance against the same effected
                  thereon by the Landlord being wholly or partly irrecoverable
                  by reason solely or in part of any act or default of the
                  Tenant or its agents licensees servants or invitees then and
                  in every such case the Tenant will forthwith (in addition to
                  the said rent) pay to the Landlord the irrecoverable
                  proportion of the cost of completely rebuilding and
                  reinstating the same

         2.9.4    Not to effect any policy of insurance of its own in respect of
                  risks covered by the insurance effected by the Landlord of the
                  Demised Premises (and in default any insurance money received
                  by or payable to the Tenant shall become the property of the
                  Landlord)

2.10     Dangerous substances

                                      10
<PAGE>

         2.10.1   Not to keep or permit or suffer to be kept on the Demised
                  Premises any material liquid or gas of a dangerous combustible
                  corrosive explosive flammable radio-active or offensive nature
                  otherwise than in accordance with the provisions of any
                  relevant Act or Acts of Parliament or regulations made
                  thereunder or issued by the Health and Safety Executive or any
                  other like statutory body for the time being in force and
                  after due notice to the Landlord and the insurers of the
                  Demised Premises and payment of every increased extra premium
                  which ought properly to be paid and in any event not to store
                  in the Demised Premises materials the keeping of which may
                  contravene any statute order or regulation or bye-law

         2.10.2   If it shall be necessary for the Landlord or any tenant of any
                  unit adjoining the Demised Premises to carry out any work to
                  such adjoining unit as a result of the storage in the Demised
                  Premises or any of the substances mentioned in sub-clause
                  2.10.1 hereof then the Tenant shall forthwith on demand pay to
                  the Landlord or such adjoining tenant the cost incurred in
                  carrying out such work as aforesaid

         2.10.3   Within seven days of a request by the Landlord to supply to
                  the Landlord copies of any applications made by the Tenant to
                  any statutory or other authority or body for consent to keep
                  any of the matters referred to in subclause 2.10.1 hereof on
                  the Demised Premises together with copies of any licences
                  issued pursuant to any such applications

2.11     Dealings with the lease

         2.11.1   Not to transfer, mortgage, charge, hold on trust for another,
                  underlet or otherwise part with possession of any part (as
                  distinct from the whole) of the Demised Premises or agree to
                  do so.

         2.11.2   Not to transfer, hold on trust for another, underlet or
                  otherwise part with possession of the whole of the Demised
                  Premises or agree to do so, except that the Tenant may
                  transfer or underlet the whole of the Demised Premises if,
                  before the transfer or underletting is completed, the Tenant
                  complies with the conditions described in clause 2.11.3 or
                  clause 2.11.4, as applicable.

         (Assignment)

         2.11.3   The conditions (which are specified for the purposes of
                  section 19(1A) of the Landlord and Tenant Act 1927 and which
                  operate without prejudice to the Landlord's right to withhold
                  consent on any reasonable ground) applying to a transfer of
                  the whole of the Demised Premises are:

                  (A)    that the Tenant enters into an authorised guarantee
                         agreement, as defined in section 16 of the Landlord and
                         Tenant (Covenants) Act 1995, with the Landlord in the
                         form of the draft set out in the Sixth Schedule hereto;
                         and

                                      11
<PAGE>

         (B)      that any guarantor of the Tenant's obligations guarantees to
                  the Landlord that the Tenant will comply with the authorised
                  guarantee agreement in a form which the Landlord reasonably
                  requires; and

         (C)      that, subject as provided in paragraph ((D)) and if the
                  Landlord so reasonably requires, the proposed assignee
                  procures one, but not both, of the following:

                  (1)    covenants with the Landlord by an additional guarantor
                         or guarantors approved by the Landlord (who shall act
                         reasonably in giving its approval), in terms having a
                         form and content reasonably required by the Landlord;
                         or

                  (2)    a deposit with the Landlord of an amount in cleared
                         funds equal to half of the then current yearly rent
                         first reserved by this lease and an amount equal to VAT
                         on that amount, on terms which the Landlord reasonably
                         requires; and

         (D)      if the proposed transfer is to a Group Company (which
                  expression shall have the meaning set out in Section 42 of the
                  Landlord and Tenant Act 1954); and

                  (1)    if the Tenant's obligations, or any of them, are
                         guaranteed by another Group Company, that such Group
                         Company covenants with the Landlord terms having a form
                         and content reasonably required by the Landlord; or

                  (2)    if the Tenant's obligations are not guaranteed by
                         another Group Company and if the transferee is not, in
                         the Landlord's reasonable opinion, of equal financial
                         standing to the Tenant, that the proposed transferee
                         procures covenants by a Group Company other than the
                         Tenant and the transferee and which is, in the
                         Landlord's reasonable opinion, of equal financial
                         standing to the Tenant, in a form which the Landlord
                         reasonably requires; and

                  (3)    whether or not paragraph (D)(1) or (2) applies, if the
                         Tenant's obligations, or any of them, are secured by a
                         security deposit, the proposed transferee procures a
                         deposit with the Landlord of the amount and on terms
                         described in paragraph (C)(2); and

         (E)      that the Landlord's consent, which will not be unreasonably
                  withheld, is obtained to, and within two months before, the
                  transfer.

                                      12
<PAGE>

         (Underletting)

         2.11.4  Not to underlet the whole of the Demised Premises except:

                 (A)   to a person who has covenanted with the Landlord:

                       (1)   to observe the Tenant's obligations in this Lease
                             (other than the payment of rents);

                       (2)   not to transfer the whole of the Demised Premises
                             without the Landlord's consent (which shall not be
                             unreasonably withheld if the conditions which are
                             referred to in clause 2.11.3 are first satisfied);
                             and

                       (3)   not to transfer part of the Demised Premises or to
                             underlet or otherwise part with possession or share
                             the occupation of the Demised Premises or any part
                             of them;

                 (B)   by reserving as a yearly rent, without payment of a fine
                       or premium, an amount equal to their then open market
                       rack rental value such rent to be approved by the
                       Landlord (who shall not unreasonably withhold it) and to
                       be payable by equal quarterly instalments in advance on
                       the usual quarter days and by reserving, as additional
                       rents, amounts equal to and payable at the same times as
                       the other rents reserved by this lease;

                 (C)   by a form of underlease (which does not express any sum
                       to be payable by reference to a percentage or proportion
                       of the rent or any other sum payable under this lease,
                       but which requires it to be payable and assessed in
                       accordance with the same principles as are required by
                       this lease) to be approved by the Landlord, such approval
                       not to be unreasonably withheld;

                 (D)   by a form of underlease which requires:

                       (1)   the principal rent reserved by it to be reviewed
                             upwards only at each of those Review Dates which
                             will occur during the sub-term, in accordance with
                             the same principles which apply to rent reviews
                             under this lease;

                       (2)   the underlessee to observe the Tenant's obligations
                             (other than the obligation to pay rents under this
                             lease) to the extent they relate to the Demised
                             Premises and containing:

                             (A)   a condition for re-entry by the underlessor
                                   on breach of any obligation by the
                                   underlessee;


                                      13
<PAGE>

                            (B)   a qualified covenant not to transfer the whole
                                  of the Demised Premises (subject to prior
                                  compliance with conditions as set out in
                                  clause 2.11.3) and an unqualified covenant not
                                  to transfer part of the Demised Premises or to
                                  underlet or otherwise part with possession or
                                  share the occupation of the Demised Premises
                                  or any part of them;

                            (C)   an agreement excluding sections 23 to 28
                                  inclusive of the Landlord and Tenant Act 1954
                                  in relation to the underlease, pursuant to an
                                  Order duly made under section 38(4) of that
                                  Act; and

               (E)   with the Landlord's consent, issued within two months
                     before completion of the underletting, which consent
                     (subject to compliance with the foregoing conditions
                     precedent shall not be unreasonably withheld.

       2.11.5 To enforce the observance by every underlessee of the provisions
              of the underlease and not expressly or impliedly to waive any
              breach of them, nor to vary the terms of any underlease.

       2.11.6 Not to agree any reviewed rent payable under an underlease until
              the principal rent reserved by this Lease has been reviewed and
              agreed in accordance with the provisions of the Fourth Schedule
              hereto.

       (Sharing occupation)

       2.11.7 Not to share the occupation of the Demised Premises or any
              part of them.

2.12   Notifying Landlord of dealings with the lease

       2.12.1   Within ten working days after any disposition or devolution of
                this lease, or of any estate or interest in or derived out of
                it, to give the Landlord notice of the relevant transaction with
                a certified copy of the relevant document, and to pay the
                Landlord a fair and reasonable fee of not less than twenty five
                pounds for registering each notice.

       2.12.2   To notify the Landlord of particulars of the determination of
                every rent review under any underlease of the Demised Premises
                within fourteen days after the date of determination.

2.13   To pay costs of notices and consents and orders

       2.13.1   To pay all proper and reasonable costs charges and expenses
                (including Solicitors

                                      14
<PAGE>

              costs and Surveyors fees) incurred by the Landlord in any
              proceedings under Sections 146 and 147 of the Law of Property Act
              1925 or any statutory provision replacing the same notwithstanding
              that forfeiture is avoided otherwise than by relief granted by the
              Court

       2.13.2 To reimburse to the Landlord on demand all proper and reasonable
              fees costs charges and expenses incurred or suffered by the
              Landlord arising out of or in connection with or incidental to any
              application or request by the Tenant in connection with the
              Demised Premises or any provisions of this Lease whether or not
              the same shall be proceeded with by the Tenant or shall be granted
              subject to conditions or arising out of or in connection with any
              steps in connection with the preparation and service of a Schedule
              of Dilapidations during or within ninety days after the expiry of
              sooner determination of the Term or within ninety days after the
              Tenant vacates the Demised Premises whichever shall be the later
              (but in relation only to dilapidations occurring during the Term)

       2.13.3 To pay all proper and reasonable legal costs and disbursements
              incurred by the Landlord in the recovery of arrears of rent and
              any other monies due hereunder from the Tenant to the Landlord and
              proceedings in connection therewith

2.14   User

       2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises for
              such use within Class B1 of the Town and Country Planning (Use
              Classes) Order 1987 as shall be first approved in writing by the
              Landlord (such consent not to be unreasonably withheld or delayed
              where the proposed use is compatible with uses on a Science Park
              and does not conflict with good estate management) and for no
              other purpose

       2.14.2 Not to use the car parking spaces on the Science Park allocated to
              the Tenant pursuant to the provisions of the First Schedule
              otherwise than for parking private motor cars of the Tenant its
              employees and visitors

2.15   Advertisements and signs

       2.15.1 Not to affix or permit to be affixed or exhibited to or upon any
              part of the exterior of the Demised Premises or on the interior
              visible from the exterior any placard poster sign notice or
              advertisement save those of a type size and in positions approved
              in writing by the Landlord

       2.15.2 At the end of the Term (howsoever determined) and if so required
              by the Landlord to remove such placard poster sign or
              advertisement from the Demised Premises and to make good to the
              reasonable satisfaction of the Landlord or its Surveyors any
              damage caused to the Demised Premises by such removal

                                      15
<PAGE>

       2.15.3 Always to display and maintain a suitable sign in a location
              reasonably prescribed by the Landlord showing the name (or trading
              name) of every permitted occupier of the Demised Premises

2.16   To comply with statutory provisions

       2.16.1 At all times during the Term to observe and comply in all respects
              with the provisions and requirements of any and every enactment
              (which expression in this covenant includes as well any and every
              Act of Parliament already or hereafter to be passed as any and
              every order regulation and bye-law already or hereafter to be made
              under or in pursuance of any such Act) so far as they relate to or
              affect the user of the Demised Premises or any additions or
              improvements thereto or the user thereof for the purpose of any
              manufacture process trade or business or the employment therein of
              any person or persons or any fixtures machinery plant or chattels
              for the time being affixed thereto or being thereupon or used for
              the purposes thereof and to execute all works and provide and
              maintain all arrangements which by or under any enactment or by
              any government department local authority or other public
              authority or duly authorised officer or court of competent
              jurisdiction acting under or in pursuance of any enactment are or
              may be directed or required to be executed provided and maintained
              at any time during the Term upon or in respect of the user of the
              Demised Premises or any additions or improvement thereto or in
              respect of any such user thereof or employment therein of any
              person or persons for fixtures machinery plant or chattels as
              aforesaid whether by the Landlord or Tenant thereof and to
              indemnify the Landlord at all times against all costs charges and
              expenses of or incidental to the execution of any works or the
              provision or maintenance of any arrangements so directed or
              required as aforesaid and not at any time during the Term to do or
              omit or suffer to be done or omitted on or about the Demised
              Premises any act or thing by reason of which the Landlord may
              under any enactment incur or have imposed upon him or become
              liable to pay any penalty damages compensation costs charges or
              expenses and to keep the Landlord effectually indemnified against
              all such compensation damages penalties costs charges or expenses

       2.16.2 At all times during the Term to comply in all respects with the
              provisions and requirements of any Town and Country Planning Act
              or Acts for the time being in force and any regulations and orders
              made thereunder and all licences consents permissions (to the
              extent such permissions shall be implemented) and conditions (if
              any) granted or imposed thereunder or under any enactment repealed
              thereby so far as the same respectively relate to or affect the
              Demised Premises or any part thereof or any operations works act
              or things already or hereafter to be carried out executed or done
              or omitted thereon or the use thereof for any purpose and before
              making any applications to the Local Authority for planning
              permission or bye-law consent to obtain the consent in writing of
              the Landlord (which consent shall not be unreasonably withheld or
              delayed) to such application and to provide

                                      16
<PAGE>

              the Landlord with copies of the relevant application and
              accompanying drawings and on the granting of such planning
              permission or bye-law consent to supply copies thereof to the
              Landlord

       2.16.3 Unless the Landlord shall otherwise direct to carry out before the
              expiration or sooner determination of the Term any works
              stipulated to be carried out to the Demised Premises by a date
              subsequent to such expiration or sooner determination as a
              condition of any planning permission which may have been granted
              and acted upon by the Tenant during the Term

       2.16.4 To give notice to the Landlord as soon as reasonably practicable
              after receipt of the same of any notice order or proposal for a
              notice or order served on the Tenant under any legislation and if
              so reasonably required by the Landlord to produce the same and at
              the request and cost of the Landlord to make or join in making
              such objections or representations in respect of any proposals as
              the Landlord may reasonably require

       2.16.5 At all times during the Term to comply with all requirements from
              time to time of the appropriate authority in relation to means of
              escape from the Demised Premises in case of fire and at the
              expense of the Tenant to keep the Demised Premises sufficiently
              supplied and equipped with fire fighting and extinguishing
              apparatus and appliances of a type to be approved from time to
              time by the relevant Fire Authority and suitable in all respects
              to the type of user of or business manufacture process or trade
              carried on upon the Demised Premises which shall be open to the
              inspection of the Landlord and also not to obstruct the access to
              or means of working such apparatus and appliances by their
              operations at or connected with the Demised Premises

2.17   Restriction on nuisance and auctions

       2.17.1 Not to use the Demised Premises or any part thereof for any
              immoral purpose or for any noisy noisome dangerous or offensive
              trade business manufacture operation or occupation provided that
              the permitted user from time to time shall be deemed not to be in
              breach of this clause and also not to do or permit to be done
              thereon anything which may be or grow to the damage nuisance
              disturbance or annoyance of the Landlord or the occupiers of any
              adjoining or neighbouring premises or permit any sale by auction
              to be held upon the Demised Premises or any part thereof or permit
              the Demised Premises to be used for residential purposes or as
              sleeping accommodation

       2.17.2 To pay to the Landlord all proper and reasonable costs charges and
              expenses which may properly and reasonably be incurred by the
              Landlord in abating a nuisance caused by the Tenant or its
              servants licensees or customers and executing all such works as
              may be necessary for abating a nuisance in obedience

                                      17
<PAGE>

              to a notice served by a local or public authority on the Landlord
              or the Tenant in respect of the Demised Premises

       2.17.3 Not at any time to permit any musical instrument gramaphone or
              similar apparatus to be played or used on the Demised Premises so
              as to be audible from outside the Demised Premises

       2.17.4 Sound insulation

              To comply in all respects with any scheme or requirement which may
              be imposed by the Local Planning Authority in connection with the
              sound insulation of all plant and machinery

       2.17.5 Restriction on noise

              Without prejudice to the preceding provisions of this Clause 2.17
              hereof to ensure that the noise from operations conducted on the
              Demised Premises shall not exceed

                           40 db (A) between 08.00 hours and 18.00 hours

                           35 db (A) between 18.00 hours and 22.00 hours

                           and

                           30 db (A) between 22.00 hours and 08.00 hours

              all as measured on the boundary of the Science Park

2.18   To yield up

       On the expiration or sooner determination of the Term peaceably to yield
       up to the Landlord the Demised Premises in a good and tenantable state of
       repair and condition and decoration in accordance with the covenants by
       the Tenant herein contained together with all additions and improvements
       thereto and the keys and all Landlord's fixtures and fittings of every
       kind now in or upon the Demised Premises or which during the Term may be
       affixed or fastened to or upon the same all of which shall be at the
       expiration or sooner determination of the Term left complete with all
       parts and appurtenances thereof and in proper working order and condition
       PROVIDED ALWAYS that the foregoing covenants shall not apply to any
       articles held by the Tenant on hire nor to the Tenant's fixtures and
       fittings and to make good any damage caused to the Demised Premises by
       the removal of tenants and trade fixtures and fittings AND PROVIDED
       FURTHER that if so required by the Landlord the Tenant will remove from
       the Demised Premises such of the Tenant's fixtures and fittings as are
       then installed in the Demised Premises as the


                                      18
<PAGE>

       Landlord shall specify to be removed making good all damage caused
       thereby to the Landlord's satisfaction and reinstating the Demised
       Premises to their original condition PROVIDED FURTHER that the Tenant may
       from time to time (but only with the previous consent of the Landlord)
       substitute for any of the Landlord's fixtures and fittings other fixtures
       and fittings of at least as good a kind and quality as the Landlord's
       fixtures and fittings and not less suitable in character

2.19   Indemnity of the Landlord

       To indemnify and keep indemnified the Landlord from and against liability
       for all loss damage actions proceedings claims demands costs damages and
       expenses of whatever nature in respect of any injury to or the death of
       any person or damage to any property movable or immovable or in respect
       of the infringement disturbance or destruction of any right easement or
       privilege or otherwise by reason of or arising in any way directly or
       indirectly out of:

       2.19.1 the state of repair or condition of the Demised Premises insofar
              as the Tenant is liable for such state or condition under the
              covenants herein contained

       2.19.2 the act omission or default of the Tenant its agents employees
              customers invitees or visitors whilst on or about the Science Park
              or the Demised Premises

       2.19.3 the construction or existence of any extensions of or alterations
              to the Demised Premises carried out by or on behalf of the Tenant

       2.19.4 the user of the Demised Premises and other areas of the Science
              Park by the Tenant or its agents employees invitees or visitors

       2.19.5 anything now or hereafter attached to or on the Demised Premises
              or the Science Park by or on behalf of the Tenant

2.20   Not to obstruct

       2.20.1 Not to expose or place or permit or suffer to be exposed or placed
              any goods articles or things whatsoever outside the Demised
              Premises or upon any part of the Science Park and to keep the same
              free from obstruction of any kind

       2.20.2 Not to stop up darken or obstruct any windows or lights or
              ventilators belonging to the Landlord or to other tenants of the
              Landlord or to tenants of other units on the Science Park or other
              property adjoining the Demised Premises and not to stop up cover
              or obstruct access to any services on the Science Park or to any
              fire escapes and not to give to any third party any acknowledgment
              that the Tenant enjoys the access of light or air to any windows
              or openings in the Demised Premises by the consent of such third
              party or to pay any sum of money to or enter

                                      19
<PAGE>

              into agreement with such third party for the purpose of inducing
              or binding him to abstain from obstructing the access of light or
              air to any such windows or lights or ventilators and in the event
              that any such third party doing or threatening to do anything
              which obstructs or would obstruct such access of light or air
              forthwith in writing to notify the same to the Landlord

       2.20.3 Prevention of acquisition of easements

              Without prejudice to sub-clause 2.20.2 above not to permit or
              suffer any owner of adjoining or neighboring property to acquire
              any rights of way light or air or other easements over the Demised
              Premises but as soon as the Tenant becomes aware thereof to inform
              the Landlord or the Landlord's Managing Agents in writing of any
              act or thing which may result in the acquisition of any right or
              privilege over the Demised Premises (for the purpose of enabling
              the Landlord if it thinks fit to do anything necessary for
              preventing the acquisition of any such right or privilege and to
              permit the Landlord and the Landlord's Managing Agents to enter
              and examine the Demised Premises accordingly) and at the sole cost
              of the Landlord to join with the Landlord in taking such steps or
              action as may be reasonably required by the Landlord to prevent
              any such right or privilege from being acquired

2.21  To notify Landlord of defects and damage

      2.21.1 To notify the Landlord without delay upon becoming aware of any
             "relevant defects" of which it is aware in the state of the Demised
             Premises within the meaning of Section 4 of the Defective Premises
             Act 1972 or any statutory modification or re-enactment thereof and
             (without prejudice to the foregoing) to give notice thereof as soon
             as reasonably practicable to the Landlord of any notice or claim
             affecting the Demised Premises

      2.21.2 In the event of the Demised Premises being destroyed or damaged to
             give notice thereof immediately to the Landlord or the Landlord's
             Managing Agents stating the cause of such destruction or damage if
             the Tenant can in fact determine the cause

2.22  For sale or to let boards

      To permit the Landlord and its surveyors workmen and agents at any time
      during the Term for the purpose of selling or disposing of the Landlord's
      reversionary interest or at any time within six calendar months next
      before the expiration or sooner determination of the Term for the purpose
      of re-letting the Demised Premises to enter upon the Demised Premises and
      to affix and retain upon any suitable part thereof (but not so as to block
      any door or window) a notice board for selling or letting the same (with
      or without any other premises) as the case may be and the Tenant will not
      remove or obscure the same and will


                                      20
<PAGE>

     at all times throughout the Term permit all prospective purchasers or
     tenants by order in writing of the Landlord or its agents to enter and view
     the Demised Premises or any part thereof at reasonable hours in the daytime
     by prior appointment without interruption

2.23 Covenants

     To comply with those covenants and other matters affecting the Demised
     Premises and not to interfere with those rights easements or other matters
     (if any) affecting the Demised Premises as (in each case) are contained or
     referred to in the documents referred to in the Fifth Schedule.

3.   THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1  Quiet enjoyment

     That the Tenant paying the rents hereby reserved and observing and
     performing the several covenants and stipulations on its part herein
     contained shall peaceably hold and enjoy the Demised Premises during the
     Term without any interference of the Landlord or any person rightfully
     claiming under or in trust for him or by title paramount

3.2  To insure

     3.2.1     Subject to such limitations exclusions and excesses as are
               required by the insurers normal terms of insurance to keep
               insured at all times throughout the Term the Demised Premises
               (with the Tenant's interest being noted upon the policy of
               insurance if the insurers so permit) against loss or damage by
               fire explosion lightning storm and tempest riot civil commotion
               and aircraft and articles dropped therefrom and (where
               appropriate) flooding impact by vehicle escape of water from
               burst pipes or other water apparatus (and in time of war against
               war risks under any statutory insurance scheme which may be
               applicable to the Demised Premises) the cost of shoring up
               demolition and site clearance and against such other risks as the
               Landlord may from time to time reasonably require together with
               surveyors and architect's fees and three years loss of rent (to
               include not only the rent currently payable but having reasonable
               regard to potential increases in rent pursuant to the Fourth
               Schedule and with any addition to the amount insured as the
               Landlord may reasonably decide in respect of VAT) in some
               insurance office of repute to a value equal to the full cost of
               reinstatement thereof but not necessarily facsimile reinstatement
               in accordance with local and statutory requirements then current
               and against loss of or damage to property or personal injury
               arising by reason of the condition of the Demised Premises or any
               part thereof or any building erected thereon or anything done
               therein and to make all payments necessary for that purpose when
               the same shall respectively become payable and unless the policy
               of insurance shall be vitiated by act or default of the

                                      21
<PAGE>

               Tenant or its agents licensees servants or invitees to cause all
               monies received by virtue of any such insurance (save any monies
               received in respect of loss of rent) to be forthwith laid out in
               rebuilding and reinstating the Demised Premises in the event of
               the Demised Premises being damaged or destroyed as aforesaid
               unless the Landlord is unable having used its best endeavours
               (which the Landlord agrees to do) to obtain permission for such
               rebuilding or reinstatement of the Demised Premises whereupon
               this demise shall forthwith be at an end without prejudice to any
               right of action of the Landlord or the Tenant in respect of any
               antecedent breach of covenant Provided that the Tenant shall have
               no claim in respect of the said insurance monies

     3.2.2     Whenever reasonably so required by the Tenant to supply to the
               Tenant sufficient details of such policy or policies of insurance
               to enable the Tenant to comply with the terms and conditions
               thereof together with evidence of payment of the premium

3.3  To use all reasonable endeavours to do such of the things and to provide
     such of the services specified in the Third Schedule hereto as the Landlord
     or Landlord's Managing Agents from time to time shall deem appropriate and
     to use its like endeavours to enforce the covenant to contribute to the
     expenses referred to in the Third Schedule which are contained in leases of
     other premises on the Science Park (as defined in the First Schedule
     hereto)

3.4  Unless the Landlord reasonably considers it not to be in the interest of
     other tenants on the Science Park (as defined as aforesaid) to use
     reasonable endeavours at the Tenant's request to enforce the covenants
     contained in leases of other premises on the Science Park (as so defined)
     the Tenant indemnifying the Landlord against its expenses properly incurred
     in so far as they are not recoverable under the provisions of the other
     leases (or otherwise)

4.   PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:

4.1  Notwithstanding and without prejudice to any other remedies and powers
     herein contained or otherwise available to the Landlord if the rents
     reserved or any part thereof shall be unpaid for twenty-one days after
     becoming payable whether formally demanded or not or if any covenant on the
     Tenant's part or condition contained in this Lease shall not be performed
     or observed or if the Tenant for the time being (being a company) shall
     enter into liquidation whether compulsory or voluntary (save for the
     purpose of reconstruction or amalgamation whilst solvent) or pass a
     resolution for winding up (save as aforesaid) or suffer an administrator or
     an administrative receiver to be appointed or being an individual or being
     more than one individual any one of them shall have a receiving order made
     against him or become bankrupt or if the Tenant (or if there shall be more
     than one Tenant any of them) shall enter into composition with their or his
     creditors or suffer any distress or execution to be levied on their or his
     goods then and in any such

                                      22
<PAGE>

     case 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 or remedy of the Landlord in respect of any breach non-
     observance or non-performance of any of the Tenant's covenants or any
     conditions herein contained

4.2  Notices

     Any notice under this Lease shall be in writing and shall be deemed well
     served if posted to the Registered Office of the recipient or if an
     individual at his last known address or in the case of the service on the
     Tenant at the Demised Premises by first class post recorded delivery in
     which case the date of service shall be the day following the date of
     posting

4.3  Waiver

     No demand for or acceptance of or receipt for rent by the Landlord after
     knowledge or notice received by the Landlord or his agents of any breach of
     any of the Tenant's covenants hereunder shall be or operate as a waiver
     wholly or partially of any such breach but any such breach shall for all
     purposes of these presents be a continuing breach of covenant so long as
     such breach shall be subsisting and the Tenant shall not be entitled to set
     up any such demand or acceptance of or receipt for rent by the Landlord as
     a defence in any action or proceeding by the Landlord.

4.4  Representations

     The Tenant hereby admits that the Demised Premises have been inspected by
     it or on its behalf and the Tenant has entered into this Lease solely on
     the basis of such inspection and upon the terms hereof and not in reliance
     of any collateral contract warranty or representation whether written oral
     or implied made by or on behalf of the Landlord other than any made by the
     Landlord's Solicitors in reply to any enquiries raised by the Tenant's
     Solicitors prior to the date hereof.

4.5  Value Added Tax

     For the avoidance of doubt it is hereby declared that where any party has
     an obligation to make payment of any amount hereunder including (without
     prejudice to the generality of the foregoing) the rents hereby reserved and
     any Value Added Tax (or other like tax excise or custom or other duty)
     becomes payable in respect of the supply of any goods or services to which
     such amount relates or by reference to which in whole or in part such
     amount is ascertained then the obligation shall extend to and include the
     Value Added Tax (or other like tax as hereinbefore mentioned) or the
     appropriate proportion thereof

4.6  Rent abatement

                                      23
<PAGE>

     If the Demised Premises or any part thereof shall at any time during the
     Term be destroyed or so damaged by fire or other insured risk as to be
     unfit for occupation or use then and in any such case unless the insurance
     of the Demised Premises shall have been forfeited or payment of the said
     policy monies or any part thereof refused by or in consequence of any act
     or default of the Tenant their licensees or agents the rent hereby reserved
     (without prejudice to any monies owing to the Landlord at the date of such
     damage or destruction) or a fair and just proportion thereof according to
     the nature and extent of the damage sustained shall from the date of such
     damage or destruction and until the Demised Premises shall have been
     rebuilt or reinstated and made fit for occupation or until the end of the
     period for which the Landlord shall have initiated loss of rent insurance
     (whichever shall first occur) be suspended and cease to be payable

4.7  Ending of the lease following major damage

     If at any time the Demised Premises shall be destroyed or damaged and shall
     not have been reinstated by the Landlord by the date on which the insurance
     for loss of rent effected by the Landlord expires the Tenant may at any
     time thereafter by notice in writing to the Landlord determine this Lease
     and on the tenth working day following the service of such notice this
     Lease shall determine but without prejudice to any rights or remedies which
     may then have accrued in respect of any breach of any of the covenants or
     provisions contained therein provided that the Tenant may not determine
     this Lease if the Landlord had by the date falling two years and 6 months
     from the date of destruction or damage commenced and is diligently
     proceeding with the carrying out of works to replace the damaged or
     destroyed parts of the Demised Premises

4.8  Construction (Design and Management) Regulations 1994

     4.8.1     In this clause:

               (A)  the expression "Regulations" means the Construction (Design
                    and Management) Regulations 1994 and any expressions
                    appearing in this clause which are defined in the
                    Regulations have the same meaning; and

               (B)  the expression "relevant work" means any construction work
                    which is undertaken by the Tenant or by a person claiming
                    under it pursuant to an obligation or a right (whether or
                    not requiring the Landlord's consent) under this lease and
                    for the purposes of the Regulations the Tenant irrevocably
                    acknowledges that it, and not the Landlord, arranges the
                    design, carrying out and construction of relevant work.

     4.8.2     The Tenant irrevocably acknowledges that it will be the only
               client in respect of any relevant work.

     4.8.3     Before any relevant work is commenced the Tenant shall make a
               declaration in

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<PAGE>

               accordance with Regulation 4(4) and shall forthwith serve it on
               the Executive and a copy of it on the Landlord.

     4.8.4     The Tenant shall comply with its obligations as client in respect
               of any relevant work.

     4.8.5     The Tenant shall properly provide the Landlord with a complete
               copy of the health and safety file for all relevant work and (no
               later than the expiry of the Term) the original health and safety
               file.

     4.8.6     The provisions of this clause 4.9 shall apply notwithstanding
               that any consent issued by the Landlord in respect of any
               relevant work does not refer to the said provisions or to the
               Regulations.

4.9  Restriction on acquisition of easements

     The Tenant shall not by virtue of this demise be deemed to have acquired or
     be entitled to nor shall it during the Term acquire or become entitled by
     any means whatever in respect of the Demised Premises to any right of light
     or air nor any other easement from or over or affecting any other land or
     premises now or at any time hereafter belonging to the Landlord and not
     comprised in this demise save such as is necessary for the carrying on of
     the Tenant's business in the Demised Premises

4.10 Warranty

     Nothing herein contained or implied shall be taken to be a covenant
     warranty or representation by the Landlord that the Demised Premises can
     lawfully be used for any particular purpose or that the Demised Premises
     are fit for any purpose for which the Tenant may use them

4.11 Remedies for dilapidations in the state

     If at the expiration or sooner determination of the Term the Demised
     Premises are not in the state of repair and condition in which they should
     be having regard to the Tenant's covenants herein contained the Tenant
     shall (if so required by the Landlord) pay to the Landlord on demand by way
     of liquidated damages:

     4.11.1    such sum as shall be agreed between the parties and in default of
               agreement as shall be certified by an independent chartered
               surveyor to be appointed by the Landlord to represent in his
               opinion:

               (A)  the cost of putting the Demised Premises into the state of
                    repair and condition in which they should be as aforesaid
                    and

                                      25
<PAGE>

               (B)  the rent that would have been payable under this Lease if
                    the Term had been extended for such period as is reasonably
                    necessary to put the Demised Premises into the state of
                    repair and condition in which they should be as aforesaid
                    and

     4.11.2    the reasonable fees of the Landlord or its agent for the
               preparation and service of a Schedule of Dilapidations and of the
               said independent chartered surveyor for the preparation and issue
               of the said certificate

4.12 Removal of Tenant's property

     If at such time as the Tenant has vacated the Demised Premises after the
     determination of the Term either by effluxion of time or otherwise any
     property of the Tenant shall remain in or on the Demised Premises and the
     Tenant shall fail to remove the same within twenty-eight days after being
     requested by the Landlord so to do by a notice in that behalf then and in
     such case the Landlord may as the agent of the Tenant (and the Landlord is
     hereby appointed by the Tenant to act in that behalf) sell such property
     and shall then hold the proceeds of sale after deducting the reasonable
     costs and expenses of removal storage and sale reasonably and properly
     incurred by it to the order of the Tenant PROVIDED THAT the Tenant will
     indemnify the Landlord against any liability incurred by it to any third
     party whose property shall have been sold by the Landlord in the bona fide
     mistaken belief (which shall be presumed unless the contrary be proved)
     that such property belonged to the Tenant and was liable to be dealt with
     as such pursuant to this sub-clause

4.13 Party Walls

     All walls separating the Demised Premises from any adjoining premises shall
     be party walls and shall be used and repaired and maintained as such and
     all ceiling joists beams slabs floors and walls separating the Demised
     Premises from any adjoining premises shall be party structures and shall be
     used and repaired and maintained as such

4.14 No liability for injury etc

     The Landlord shall not be responsible to the Tenant or its servants or
     visitors for any injury death damage destruction caused by natural or
     consequential loss whether to person property or goods due directly or
     indirectly to any act neglect or default of any other tenant or permitted
     occupier for the time being of the Science Park or to the condition of the
     Demised Premises or any of its appurtenances

4.15 Powers of Landlord's Managing Agents

     The obligations of the Tenant under this Lease shall be enforceable in case
     of default as well by the Landlord's Managing Agents in their own name as
     by the Landlord

                                      26
<PAGE>

4.16 No compensation

     If the Lease hereby granted is within Part II of the Landlord and Tenant
     Act 1954 then subject to the provisions of sub-clause (2) of Section 38 of
     that Act the Tenant shall not be entitled on quitting the Demised Premises
     to any compensation under Section 37 of the same Act or under any
     corresponding provision in any Act or under any corresponding provision in
     any Act amending or replacing the same

4.17 Tenant's right to break

     4.17.1    The Tenant may (subject to the provisions of this clause)
               determine this lease as at 24/th/ December 2009 (the "Break
               Date").

     4.17.2    The Tenant shall give the Landlord written notice of its
               intention to determine at least thirteen months before the Break
               Date.

     4.17.3    If the Tenant duly serves a notice under this clause it shall
               procure that vacant possession of the Demised Premises will be
               available on the Break Date free of occupation by and of any
               estate or interest vested in the Tenant or any third party and
               this lease shall not determine as a result of any notice served
               by the Tenant if it is in material breach of any of its covenants
               contained in this lease (including those contained in this
               clause) at the Break Date except to the extent if at all the
               Landlord in its absolute discretion waives compliance with any of
               them.

     4.17.4    If a notice is duly served and the requirements of paragraph
               4.17.3 of this clause are first satisfied this lease shall
               determine on the Break Date without prejudice to:

               (A)  any rights or remedies which may have accrued to either
                    party in respect of any breach of any of the covenants or
                    obligations contained in it including obligations under this
                    clause which shall continue to bind the parties; and

               (B)  the continuing obligation of the parties to account to one
                    another on demand for any payment or allowance apportioned
                    up to the date of determination as soon as reasonably
                    possible thereafter.

     4.17.5    Time is of the essence of all dates and periods referred to in
               this clause.

4.18 Freedom to deal with Science Park

     The Landlord may at any time or times hereafter convey demise or otherwise
     deal with all or any of the Science Park (as defined in the First Schedule
     hereto) free from all or any of the covenants and conditions herein
     contained or subject to any other covenants

                                      27
<PAGE>

     conditions or otherwise as the Landlord thinks fit

4.19 Overriding lease

     If, during the Term, the Landlord grants a tenancy of the reversion
     immediately expectant on the determination of this lease, whether pursuant
     to section 19 Landlord and Tenant (Covenants) Act 1995 or otherwise, any
     obligation of the Tenant to obtain the consent of the Landlord under this
     lease to any dealing shall be deemed to include a further obligation also
     to obtain the consent of the lessor under such tenancy to such a dealing.

4.20 Application of Landlord and Tenant (Covenants) Act 1995

     This lease is a new tenancy for the purposes of the Landlord and Tenant
     (Covenants) Act 1995.

4.21 Stamp duty certificate

     It is hereby certified that there is no agreement for lease to which this
     lease gives effect.

5.   INTERPRETATION

     In this lease:

5.1  The singular includes the plural and vice versa and one gender includes
     both other genders.

5.2  Where a party comprises more than one person, obligations of that party
     take effect as joint and several obligations.

5.3  An obligation by the Tenant not to do (or omit) any act or thing also
     operates as an obligation not to permit or suffer it to be done (or
     omitted) and to prevent (or as the case may be) to require it being done.


5.4  References to:

     (A)  any clause or schedule are reference to the relevant clause or
          schedule of this lease and any reference to a sub-clause or paragraph
          is a reference to that sub-clause or paragraph of the clause or
          schedule in which the reference appears and headings shall not affect
          the construction of this lease;

     (B)  any right of (or obligation to permit) the Landlord to enter the
          Demised Premises shall also be construed as entitling the Landlord to
          remain on the Demised Premises, with or without equipment, and
          permitting such right to be exercised by all persons authorised by the
          Landlord;

                                      28
<PAGE>

     (C)  any consent or approval of the Landlord, or words to similar effect
          mean a consent in writing signed by or on behalf of the Landlord and
          given before the act requiring consent or approval;

     (D)  the Demised Premises (except in clause 2.11) extend, where the context
          permits, to any part of the Premises;

     (E)  a specific Enactment include every statutory modification,
          consolidation and re-enactment and statutory extension of it for the
          time being in force, except in relation to the Town and Country
          Planning (Use Classes) Order 1987, which shall be interpreted
          exclusively by reference to the original provisions of Statutory
          Instrument 1987 No 764 whether or not it may have been revoked or
          modified;

     (F)  the last year of the Term includes the final year of the Term if this
          lease determines otherwise than by passing of time and references to
          the expiry of the Term include that type of determination;

(G)       rents or other sums being due from the Tenant to the Landlord mean
          that they are exclusive of any VAT.

                                      29
<PAGE>

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      30
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)

ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B7 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)     with or without vehicles to pass and repass to and from the Demised
        Premises or any part thereof and the public highway over and along the
        roads as may from time to time during the Term be constructed upon the
        Science Park but not at any time to park thereon and on foot to pass and
        repass to and from the Demised Premises or any part thereof from such
        roads

(ii)    upon reasonable notice being given to the Landlord to enter upon the
        adjoining or neighbouring property of the Landlord where the same is
        necessary for the purpose of complying with its covenants hereunder
        making good all damage occasioned thereby

(iii)   the free and uninterrupted passage and running of water soil electricity
        gas and telephone and other services to and from the Demised Premises
        through the sewers drains watercourses conduits pipes wires and cables
        which are now or may hereafter during the Term be in under or over the
        Demised Premises or the Science Park and connecting with the main water
        drainage electricity and sewage systems serving the Science Park
        PROVIDED ALWAYS that no liability shall fall upon the Landlord for any
        damage to the Tenant if there shall be any interruption or obstruction
        to the roads or service areas or to the said systems caused by accident
        flood tempest frost breakdown of any machinery acts of the Queen's
        forces or of the Queen's enemies riot civil commotion operation of
        aircraft hostile or friendly or force majeure or act of God or by any
        restrictions or regulations of Her Majesty's Government or any strike or
        work to rule or lockout of workmen whether in the employment of the
        Landlord or not or any other circumstances

                                      31
<PAGE>

        or occurrence beyond the Landlord's control

(iv)    the right to use any refuse disposal receptacles provided by the
        Landlord

(v)     the exclusive right to use the eight car parking spaces coloured blue on
        Plan A

(vi)    the right of support and protection for the benefit of the Demised
        Premises as is now enjoyed from the other units and other parts of the
        Science Park

(vii)   for the Tenant its servants and employees to use such of the
        recreational areas and facilities forming part of the Science Park as
        are available and suitable for use without obligation on the part of the
        Landlord to provide the same on such terms and in accordance with such
        regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)     to build upon and use any land adjoining or near to the Demised Premises
        and to rebuild or alter any of the adjoining or neighbouring buildings
        including the right to build on or into the walls of the Demised
        Premises according to such plans whether as to height extent or
        otherwise and in such manner as shall be approved by the Landlord or its
        Surveyors notwithstanding any interference thereby occasioned to the
        access of light or air to the Demised Premises which light and air shall
        be deemed to be enjoyed by licence only Provided always that the Demised
        Premises shall not be rendered unsuitable for the user permitted under
        the provisions of this Lease

(ii)    The free and uninterrupted passage and running of water soil electricity
        gas and telephone services from and to other parts of the Science Park
        through the sewers gutters drains channels watercourses pipes conduits
        cables and wires which are not or may hereafter during the term hereby
        granted be in under or over the Demised Premises together with full
        liberty and power at all times (but on reasonable notice except in case
        of emergency) for the Landlord with or without or others together where
        necessary with appliances to enter upon the Demised Premises to inspect
        maintain repair cleanse amend re-route relay replace or renew the said
        services and the Demised Premises and to install any additional services
        for the benefit of the Demised Premises or the other buildings on the
        Science Park but causing as little interference as possible with the
        operation of the Tenant carried on by it on the Demised Premises doing
        no unnecessary damage by the exercise of this right and forthwith making
        good any damage to the Demised Premises thereby occasioned

(iii)   the right of support and protection for the benefit of the other units
        and all other parts of the Science Park as is now enjoyed or as will be
        hereafter enjoyed from the Demised

                                      32
<PAGE>

        Premises

(iv)    the right of entry for the Landlord or the Landlord's Managing Agents or
        others so authorised by them for the purposes of complying with any of
        the Landlord's obligations hereunder or for the repair maintenance or
        alteration of any adjoining premises of the Landlord

(v)     the right for the Landlord and its tenants of other parts of the Science
        Park to pass on foot only through the Demised Premises for the purpose
        (in case of emergency only) of gaining access to any fire escapes
        situate within the building of which the Demised Premised form part

                                      33
<PAGE>

                                      MAP

                                      34
<PAGE>

                                      MAP

                                      35
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

1        x        Stelrad Ideal elan wall hung balonoed flue gas boiler

1        x        Brefoo fill expansion unit comprising 12 litre vessel, filling
                  valve, safety valve, pressure gauge and flexible quick fit
                  hose connection

1        x        Grundfoss U P 15 60 water pump

1        x        Gas solenoid shut off valve wired to theremal link over boiler
                  and electric knock off button

12       x        Stelrad Accord hot water radiators

1        x        Honeywell frost thermostat

12       x        Surelux light fitting 1200 x 1200 Surface SAX LL 3436

19       x        Surelux light fitting 1200 x 1200 recessed with SAD louvres

1        x        Surelux light fitting 300 x 150 Emergency light 8w recessed

2        x        Mr Light up-lighter type 1339

2        x        Surelux canopy light

1        x        Channel Safety System Ltd 2 zone CH2 fire alarm panel with
                  Brazzell plate, 2 fire bells and 2 break glasses

1        x        Merlin Gerin Ltd elect distribution board

1        x        Roof Unit Ltd model SDX Euro Flo extract fan and controller
                  (kitchen)

1        x        Roof Unit Ltd model 'G' series twin extract fan and controller
                  (toilet)

44       x        Power Link sockets and trunking

1        x        MK 711 shaver point and light

2        x        Twyford Galerie WC bowl and cistern

1        x        Galerie wash hand basin and tape

                                      36
<PAGE>

1        x        Twyford Sola wash hand basin and tape (Disabled WC)

2        x        Mahogany toilet roll holders

2        x        Mahogany towel rings

2        x        Mahogany shelf

2        x        Mahogany glass holder

2        x        Mahogany frame mirror

1        x        Plate glass mirror 500 x 1100

1        x        Plate glass mirror 400 x 1100

2        x        Twyford support rails (Disabled WC)

1        x        Southway mini kitchen - Ref 100 AR

1        x        Santon wall mounted water heater

1        x        Armstrong Cortege suspended ceiling mineral fibre board tile
                  600 x 600 15 mm set on Armstrong Microlock 15 exposed grid
                  suspension system (Ground Floor Only)

3        x        Vertical window blind

Brown cord carpet tiles to ground floor suite

Beige Twist pile fitted carpet to ground floor

Half glazed demountable partitioning forming three offices to rear of ground
floor

Full height light oak partitioning forming three offices to first floor

                                      37
<PAGE>

                              THE THIRD SCHEDULE

                                  (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keep clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or the Landlord's Managing Agents' opinion benefit more than
         one tenant but are not the specified responsibility of any one tenant

4.       The payment by the Landlord of any rates water rates or other outgoings
         which in the Landlord's or the Landlord's Managing Agents' reasonable
         opinion benefit the Science Park or any part thereof and which do not
         fall to be paid by any other tenant on the Science Park or by the
         Landlord in respect of any unoccupied premises available for letting on
         the Science Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at Work Act 1974 and in any other legislation
         or order or instrument deriving validity from

                                      38
<PAGE>

         any of them and any Act or Acts for the time being in force amending or
         replacing the same and any future legislation or order or instrument as
         aforesaid of the like nature or effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         the Landlord's Managing Agents shall from time to time reasonably
         consider necessary or desirable for the use enjoyment or benefit of the
         Tenant jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not the
         Tenant shall make use of such facilities

                                      39
<PAGE>

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      40
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)

1.   In this schedule the following expressions have the respective specified
     meanings:

1.1  "Current Rent" means the amount of the yearly rent first reserved by this
     lease payable immediately before the relevant Review Date;

1.2  "Review Date" means each of:

     1.2.1  25/th/ December in the years 2001, 2004 and 2007; and (if
            applicable)

     1.2.2  any date so stipulated by virtue of paragraph 6;

1.3  "Review Rent" means the yearly market rack rental value which might
     reasonably be expected to be payable, following the expiry of any period at
     the beginning of the term which might be negotiated in the open market for
     the purposes of fitting out, during which no rent, or a concessionary rent,
     is payable (and on the assumption that the lessee has had the benefit of
     such rent free or concessionary rent period), if the Demised Premises had
     been let in the open market by a willing lessor to a willing lessee with
     vacant possession, on the relevant Review Date, without fine or premium,
     for a term of ten years computed from the relevant Review Date, and
     otherwise upon the provisions (save as to the amount of the rent first
     reserved by this lease but including the provisions for rent review at
     three-yearly intervals) contained in this lease and on the assumption if
     not a fact that the said provisions have been fully complied with and on
     the further assumptions that:

     1.3.1  the Permitted Use and the Demised Premises comply with Planning Law
            and every other Enactment and that the lessee may lawfully implement
            and carry on the Permitted Use;

     1.3.2  the Demised Premises have been fitted out and are fit for immediate
            occupation and operation of the Permitted Use;

     1.3.3  no work has been carried out to the Demised Premises which has
            diminished their rental value;

     1.3.4  in case the Demised Premises or the Science Park or any part of it
            has been destroyed or damaged they have been fully restored,

     but disregarding any effect on rent of:

     (i)    the fact that the Tenant or any underlessee or other occupier or
            their respective

                                      41
<PAGE>

            predecessors in title has been or is in occupation of the Demised
            Premises;

     (ii)   any goodwill attached to the Demised Premises by the carrying on in
            them of the business of the Tenant or any underlessee or their
            respective predecessors in title or other occupier; and

     (iii)  (without prejudice to paragraphs 1.3.2 and 1.3.3) any works carried
            out to the Demised Premises during the Term by the Tenant or any
            permitted underlessee, in either case at its own expense in
            pursuance of a licence granted by the Landlord and otherwise than in
            pursuance of any obligation to the Landlord and any other works
            carried out at the Demised Premises by the Tenant under any previous
            tenancy whether or not so licensed by the Landlord.

1.4  "Review Surveyor" means an independent chartered surveyor appointed
     pursuant to paragraph 4.1 and if he is to be nominated by or on behalf of
     the President of the Royal Institution of Chartered Surveyors, the
     President shall be requested to nominate an independent chartered surveyor
     having not less than ten years practice next before the date of his
     appointment and recent substantial experience in the letting and valuation
     of premises of a similar character and quality to those of the Demised
     Premises and who is a partner or director of a firm or company of surveyors
     having appropriate market and valuation knowledge of such premises.

2.   The yearly rent first reserved and payable under this lease for each year
     of the Term until the first Review Date is as follows:

     (a)    for the period commencing on 25/th/ December 1998 and expiring on
            24/th/ December 1999 the sum of Twenty Six Thousand Seven Hundred
            and Ninety Six Pounds (Pounds)(26,796); and

     (b)    for the period commencing on 25/th/ December 1999 until the first
            Review Date the sum of Twenty Eight Thousand Eight Hundred pounds
            (Pounds)(28,800).

3.   The yearly rent first reserved and payable from each Review Date until the
     next following Review Date or (in the case of the period commencing on the
     last Review Date during the Term) until the expiry of the Term shall be the
     higher of:

3.1  the Current Rent; and

3.2  the Review Rent.

4.   If the Landlord and the Tenant shall not have agreed the Review Rent by the
     date three months before the relevant Review Date it shall (without
     prejudice to the ability of the Landlord and the Tenant to agree it at any
     time) be assessed as follows:

                                      42
<PAGE>

4.1  the Review Surveyor shall (in the case of agreement about his appointment)
     be appointed by the Landlord or the Tenant to assess the Review Rent or (in
     the absence of agreement at any time about his appointment) be nominated to
     assess the Review Rent by or on behalf of the President for the time being
     of The Royal Institution of Chartered Surveyors on the application of the
     Landlord or the Tenant;

4.2  the Review Surveyor shall act as an arbitrator and the arbitration shall be
     conducted in accordance with the Arbitration Act 1996; and shall be
     required:

     4.2.1   to give written notice to the Landlord and the Tenant inviting each
             of them to submit to him within such time limits as he shall
             reasonably stipulate a proposal for the Review Rent supported by
             any or all of:

             (A)    a statement of reasons;

             (B)    a professional rental valuation;

             (C)    information in respect of any other matters they consider
                    relevant; and (separately and later)

             (D)    submissions in respect of each other's statement of reasons,
                    valuation and other matters; and

     4.2.2   upon written request from the Landlord or the Tenant to assess the
             Review Rent with a hearing and not solely the written submissions
             and other matters referred to at paragraph 4.2.1 of this schedule
             4; and

     4.2.3   to give written notice to the Landlord and the Tenant if he shall
             appoint a Solicitor or Counsel or expert to advise and assist him
             on points of law and/or procedure and/or evidence which notice
             shall include the name of the Solicitor or Counsel or expert and
             details of their anticipated fees and expenses and the Landlord or
             the Tenant shall notify the Review Surveyor within a reasonable
             period if there is any objection to such appointment or the level
             of such fees or expenses and the Review Surveyor shall give
             reasonable consideration to such representations.

4.3  if the Review Surveyor refuses to act, or is or becomes incapable of acting
     or dies, the Landlord or the Tenant may apply to the President for the
     appointment of another Review Surveyor.

5.   If the Review Rent has not been agreed or assessed by the relevant Review
     Date the Tenant shall:

5.1  continue to pay the Current Rent on account; and

                                      43
<PAGE>

5.2  pay the Landlord, within seven days after the agreement or assessment of
     the Review Rent, any amount by which the Review Rent for the period
     commencing on the relevant Review Date and ending on the quarter day
     following the date of payment exceeds the Current Rent paid on account for
     the same period, plus interest (but calculated at 2% per annum above the
     Midland Bank Plc base lending rate then in force) for each instalment of
     rent due on and after the relevant Review Date on the difference between
     what would have been paid on that rent day had the Review Rent been fixed
     and the amount paid on account (the interest being payable from the date on
     which the instalment was due up to the date of payment of the shortfall).

6.   If any Enactment restricts the right to review rent or to recover an
     increase in rent otherwise payable then, when the restriction is released,
     the Landlord may, at any time within six months after the date of release,
     give to the Tenant not less than one month's notice requiring an additional
     rent review as at the next following quarter day which shall for the
     purposes of this lease be a Review Date.

7.   As soon as possible after any increase in rent is agreed or determined
     pursuant to this Fourth Schedule, a memorandum recording the increase shall
     be signed on behalf of the Landlord and the Tenant respectively and
     exchanged between them.

                                      44
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      45
<PAGE>

                              THE SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1  the rent reserved by the Lease (whether or not ascertained as to amount)
     and other sums payable by the Assignee shall be duly paid and that all the
     tenant's obligations contained in the Lease shall be performed and observed
     as required by the Lease and that if there is any breach of the tenant's
     obligations the Assignor shall comply with the obligations in respect of
     which the Assignee shall be in default and shall on demand pay to the
     Landlord an amount equivalent to the rents or other sums not paid and/or
     any loss damage costs charges expenses or any other liability incurred or
     suffered by the Landlord as a result of the breach and shall otherwise
     indemnify and hold harmless the Landlord against all actions claims costs
     damages demands expenses losses and proceedings arising from or incurred by
     the Landlord as a result of such non-compliance;

1.2  if any liquidator or other person having power to do so disclaims the Lease
     and if the Landlord by written notice served within three months after the
     date of disclaimer (the "Relevant Trigger Event") requires the Assignor to
     accept a lease of the Premises (for a term computed from the date of the
     Relevant Trigger Event) to the date on which the Term (as defined in the
     Lease) would have expired by effluxion of time and at the same rents and
     subject to the same covenants conditions and provisions as are reserved by
     and contained in the Lease immediately before the Relevant Trigger Event
     and with coincidental rent review dates (as defined in the Lease) (the said
     new lease to take effect as from the date of the Relevant Trigger Event)
     the Assignor shall forthwith accept such lease accordingly and execute and
     deliver to the Landlord a counterpart of it and indemnify the Landlord on
     demand against the costs incurred on the grant of the new lease;

1.3  without prejudice to the rights of the Landlord against the Assignee the
     Assignor shall be a principal debtor in respect of its obligations under
     this clause and not merely a surety and accordingly the Assignor's
     liability shall not be discharged by any act or thing by which it would not
     have been discharged if the Assignor had been a principal debtor;

1.4  the Assignor shall pay all charges (on a full indemnity basis) reasonably
     incurred by the Landlord in enforcing the Assignor's obligations under this
     deed.

2.   The Landlord agrees with the Assignor that it will notify the Assignor in
     writing within ten working days of receiving notice that the Lease is no
     longer vested in the Assignee.

                                      46
<PAGE>

THE COMMON SEAL of SUN LIFE                          )

PENSIONS MANAGEMENT LIMITED                          )

was hereunto affixed in the presence of:             )

                                      47
<PAGE>

                     DATED                           1999
                     ------------------------------------

                     SUN LIFE PENSIONS MANAGEMENT LIMITED

                                      and

                     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED

                                    LEASE
                                      of
                         Unit B8 Melbourn Science and
                 Business Park, Melbourn, South Cambridgeshire




     NOTE:     This is a new tenancy for the purposes of the Landlord and Tenant
          (Covenants) Act 1995.


                                                Herbert Smith
                                                Exchange House
                                                Primrose Street
                                                London EC2A 2HS
                                                Tel:  0171-374 8000
                                                Fax:  0171-374 0888
                                                Ref:  2065/2174/30794054


                                       1
<PAGE>

THIS LEASE is made the 23rd day of August 1999

BETWEEN:

(1)     SUN-LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
        registered office is at 107 Cheapside London EC2V 6DU (hereinafter
        called the "Landlord") and

(2)     CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
        registered office is at The Science Park Melbourn Cambridgeshire SG8 6JJ
        (hereinafter called the "Tenant")


WITNESSETH as follows:

1.      The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
        particularly described in the First Schedule hereto together with the
        Landlord's fixtures and fittings therein set out in the Second Schedule
        hereto (all which premises are hereinafter referred to as the "Demised
        Premises") TO HOLD the same unto the Tenant for the term of twelve years
        subject to the provisions for earlier determination in Clause 4.17 from
        and including 25/th/ December 1998 (the "Term") PAYING THEREFOR:

        FIRSTLY, yearly and proportionately for any part of a year, the rent
        specified in the Fourth Schedule, by equal quarterly payments in advance
        on the usual quarter days in every year, the first such payment or a
        proportionate part of it (being a proportionate part of the rent
        specified in paragraph 2 of the Fourth Schedule from the date hereof the
        first anniversary of the date from which the Term is calculated, after
        deduction of the quarterly instalments of such yearly rent payable on
        the intervening usual quarter days) to be made on the date hereof;

        SECONDLY on demand by way of additional rent (and the Landlord's
        remedies for recovering rent in arrears shall apply hereto) a sum
        representing interest at the rate of four pounds per centum per annum
        above the Midland Bank Plc base lending rate in force at the date the
        rent falls due upon any payment of rent outstanding and unpaid upon the
        date when the payment of rent fell due and upon any other sum or sums of
        money payable under the terms of this Lease by the Tenant to the
        Landlord which shall remain unpaid the interest to be charged from the
        date upon which the payment of rent fell due or the said sum or sums was
        or were (as the case may be) demanded in writing throughout the entire
        period during which the payment of rent or other sum or sums remain
        outstanding or unpaid Provided always that this Clause shall not
        prejudice in any way the Landlord's right of re-entry contained in
        Clause 4.1 hereof

        THIRDLY as additional rent a proportionate part (hereinafter called "the
        service rent") of

                                       2
<PAGE>

        the Maintenance Charge (which expression in this Lease shall mean the
        aggregate in any one year of the costs expenses provisions liabilities
        and payments properly incurred or otherwise provided for by the Landlord
        in relation to the matters set forth in the Third Schedule hereto) being
        subject to the following terms and provisions:

   1.1  the amount of the service rent shall be ascertained and certified
        annually by a certificate (hereinafter called "the certificate") signed
        by the Landlord or its Managing Agents (which expression in this Lease
        shall mean the Agents (if any) nominated by the Landlord and for the
        time being thereunder duly authorized by the Landlord and includes their
        sub-agents to whom if requested by the Landlord in writing all
        communications intended for the Landlord shall be addressed) so soon
        after the end of the Landlord=s financial year as may be practicable and
        shall relate to such year in manner hereinafter mentioned


   1.2  the expression "the Landlord's financial year" shall mean the period
        from the First day of April to the Thirty-first day of March or such
        other annual period as the Landlord may in its discretion from time to
        time determine

   1.3  a copy of the certificate for each such financial year shall be supplied
        by the Landlord to the Tenant on written request and without charge to
        the Tenant

   1.4  the certificate shall contain a fair and accurate summary of the
        Landlord's said expenses and outgoings incurred by the Landlord during
        the Landlord's financial year to which it relates and the certificate
        (or a copy thereof duly certified by the person by whom the same was
        given) shall be conclusive evidence for the purposes hereof of the
        matters which it purports to certify save in case of manifest error or
        mis-statement

   1.5  the annual amount of the service rent payable by the Tenant as aforesaid
        shall be:

        (A)    a percentage of the Maintenance Charge which is calculated by
               comparing the gross internal floor area of the Demised Premises
               with the total gross internal floor area of all premises
               (including the Demised Premises) let or available for letting
               (including any premises the freehold of which has been sold by
               the Landlord but subject to the payment to the Landlord of a
               service charge contribution) from time to time on the Science
               Park (as defined in the First Schedule) and the determination of
               such percentage by the Landlord or its Managing Agents shall be
               final

        (B)    together with the whole of the insurance charge set forth in
               Paragraph 15 of the Third Schedule

   1.6  on the usual quarter days in each year during the Term the Tenant shall
        pay to the Landlord such a sum (hereinafter referred to as "advance
        payment") in advance and on account of the service rent for the
        Landlord's financial year then current as the Landlord or its Managing
        Agents shall from time to time specify to be fair and reasonable

                                       3
<PAGE>

   1.7  within a reasonable period after the end of each Landlord's financial
        year the Landlord shall furnish to the Tenant an account of the service
        rent payable by the Tenant for that year due credit being given therein
        for the advance payments made by the Tenant in respect of the said year
        and upon the furnishing of such account there shall be paid by the
        Tenant to the Landlord the service rent or any balance found payable or
        there shall be allowed or (after the expiry of the Term) repaid by the
        Landlord to the Tenant any amount which may have been overpaid by the
        Tenant by way of advance payment as the case may require PROVIDED ALWAYS
        that the provisions of this sub-clause shall continue to apply
        notwithstanding the expiration or sooner determination of the Term but
        only in respect of the period down to such expiration or sooner
        determination as aforesaid

  1.8   it is hereby agreed and declared that the Landlord shall not be entitled
        to re-enter under the provision in that behalf hereinafter contained by
        reason only of the non payment by the Tenant of any advance payment as
        aforesaid prior to the issue of the certificate for the preceding
        financial year but nothing in this Clause or this Lease contained shall
        disable the Landlord from maintaining an action against the Tenant in
        respect of non payment of any such advance payment notwithstanding that
        the certificate had not been issued at the time of the proceedings
        subject nevertheless to proof in such proceedings by the Landlord that
        the advance payment demanded and unpaid is of a fair and reasonable
        amount having regard to the prospective service rent ultimately payable
        by the Tenant

   2.   THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:

   2.1  To pay Rent

        To pay the rents hereby reserved and made payable on the days and in
        manner aforesaid without any deductions or set off and (unless the
        Landlord agrees otherwise) to pay the rent first reserved (together with
        any VAT on it) by Banker's standing order.

   2.2  To pay Outgoings

        2.2.1     From time to time and at all times throughout the Term to pay
                  and discharge all existing and future rates taxes duties
                  charges community charges and assessments surcharges
                  impositions and outgoings whatsoever whether parliamentary
                  local or of any other description which now are or may at any
                  time during the Term be assessed imposed or charged upon or
                  payable in respect of the Demised Premises or any part thereof
                  or upon the owner or occupier in respect thereof or payable by
                  either in respect thereof and whether of national or local and
                  whether of a capital or revenue nature and even though of a
                  wholly novel character provided that the Tenant shall not in
                  any event be liable for any payments as shall be occasioned by
                  any development disposition of or dealing with the ownership
                  of any estate or interest expectant in reversion on the
                  determination of the Term or subject to

                                       4
<PAGE>

                  Clause 4.6 hereof upon the rents received by the Landlord

        2.2.2     To pay all charges for water, gas and electricity (including
                  meter rents) consumed in the Demised Premises during the Term.

        2.2.3     To keep the Demised Premises in rateable occupation during the
                  last three months of the Term or such longer period as The
                  Secretary of State may specify as "the standard period" for
                  the purpose of Section 42 of the Local Government Planning and
                  Land Act 1980

        2.2.4     Immediately and in any case within seven days of receipt of
                  any proposal by the Valuation Officer or Rating Authority
                  respecting the rating assessment of the Demised Premises to
                  give notice thereof to the Landlord and not to agree to any
                  such proposal without the Landlord's written consent (such
                  consent not to be unreasonably withheld or delayed)

   2.3  To repair and keep clean and tidy

        2.3.1     Subject always to the proviso hereinafter appearing well
                  and substantially to repair cleanse maintain and keep in good
                  and substantial repair and condition the Demised Premises and
                  without prejudice to the generality of the foregoing well and
                  substantially to repair and keep in repair and maintain all
                  party walls (jointly with tenants of adjoining premises) and
                  all fencing and boundary walls lighting heating and
                  ventilation and drainage systems plate glazing water gas and
                  other installations fire fighting equipment and all other
                  machinery and Landlord's fixtures and fittings in the Demised
                  Premises and exclusively serving the same and all sewers
                  drains channels watercourses gutters rainwater and soil pipes
                  and cables and supply lines exclusively serving the same
                  (damage by any of the insured risks save where the insurance
                  moneys shall be irrecovable in consequence of any act or
                  default of the Tenant or its agents licensees servants or
                  invitees or damage to the Tenant's trade fixtures fittings and
                  stock (if any) only excepted)

        2.3.2     To keep the Demised Premises maintained to a good standard of
                  decorative order and properly clean and, as often as necessary
                  and at least once in every third year as to the exterior of
                  the Demised Premises and once in every fifth year as to the
                  interior of the Demised Premises and also in the last year of
                  the Term (but not twice in any period of 18 months), to
                  redecorate and treat the Demised Premises with appropriate
                  materials in a good and workmanlike manner (and during the
                  last year of the Term in a colour scheme and with materials
                  approved by the Landlord).

        2.3.3     Without prejudice to the generality of the foregoing to clean
                  all glazing (both inside and outside and including frames) in
                  the Demised Premises as often as shall

                                       5
<PAGE>

                  reasonably be necessary but not less than once in every three
                  months

        2.3.4     To clean the brickwork cladding and other finishes in a
                  workmanlike manner as often as shall reasonably be considered
                  necessary by the Landlord

        2.3.5     Immediately preceding the determination of the Term (howsoever
                  determined) to thoroughly clean and scour the external and
                  internal parts of the Demised Premises and leave the same
                  clean and secure in every respect on the last day of the Term

        2.3.6     To make good all damage caused to the Demised Premises and all
                  other parts of the Science Park (as defined in the First
                  Schedule hereto) by the Tenant its servants agents or
                  licensees or caused in the furtherance of theft and within one
                  month (or within twenty-four hours in case of emergency) after
                  service upon the Tenant by the Landlord of a notice in writing
                  specifying any repairs for which the Tenant is responsible and
                  necessary to be done to commence and thereafter proceed
                  diligently to complete the execution of such repairs and if
                  the Tenant shall fail so to do the Landlord may execute such
                  repairs and the cost thereof shall be a debt due from the
                  Tenant to the Landlord and be forthwith recoverable by action
                  and the Landlord's remedies for recovering rent in arrears
                  shall apply hereto

        2.3.7     To pay to the Landlord forthwith upon written demand (and the
                  Landlord's remedies for recovering rent in arrears shall apply
                  hereto) the reasonable cost to the Landlord of inspecting
                  repairing maintaining renewing replacing any party walls
                  separating the Demised Premises from any adjoining premises in
                  case of failure by the Tenant to comply with its obligations
                  under Clause 2.3.1. of this Lease

        2.3.8     To take all steps necessary to prevent the freezing of water
                  pipes in the Demised Premises

        PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent
        or inherent defects in the Demised Premises and PROVIDED FURTHER that in
        complying with its obligations pursuant to this Clause 2 the Tenant
        shall not be required to put the Demised Premises in any better state of
        repair than the state evidenced by the Schedule of Condition annexed to
        the Tenant's previous lease of the Demised Premises dated 23/rd/ May
        1997, a copy of which is attached hereto, as amended by the letter a
        copy of which is also attached, hereto from Messrs DJ Freeman to Messrs
        Hawkins Russell Jones dated 30/th/ April 1997

   2.4  Landlords discretion as to painting and repairs and of making
        regulations

        To abide by the decision of the Landlord or the Landlord=s Managing
        Agent as to whether

                                       6
<PAGE>

         and the time and manner in which any work ought to be done pursuant to
         the covenants in sub-clause 2.3. of this Clause and to comply with
         their reasonable directions in that behalf and as to the mode of
         bringing telephone communication wires into the Demised Premises and to
         abide by all reasonable regulations from time to time in force (written
         details of which shall have first been given to the Tenant) relating to
         the use of any parts of the Science Park which the Tenant is entitled
         to use but which are not included in the Demised Premises the Landlord
         being entitled to make and from time to time amend any such regulations
         as it shall at its discretion think appropriate for the preservation of
         the quality and character of the Science Park and the amenities thereof
         and the wellbeing of its occupants (including but without limiting the
         generality of the foregoing regulations restricting the use of the
         Science Park but not the Demised Premises for such periods as the
         Landlord shall deem reasonably necessary or expedient in the interests
         of safety expedition of repairs or decorations or otherwise)

   2.5   Restriction on effluent and rubbish

         2.5.1    Not to discharge into the drains of the Landlord any effluent
                  other than storm water or into the sewers of the Landlord any
                  effluent other than sewerage water and soil otherwise than as
                  authorised by license issued by Anglian Water plc or Geodesys
                  Limited or other drainage authority for the time being having
                  jurisdiction in relation to the Science Park and strictly in
                  compliance with all conditions regulations and requirements
                  attaching to such license PROVIDED THAT the Tenant shall at
                  all times indemnify the Landlord in relation to any liability
                  for contamination or other costs, claims or damage whatsoever
                  or howsoever arising from and directly attributable to such
                  discharge and not to wash down vehicles of any type on any
                  part of the Science Park

        2.5.2     To supply to the Landlord within 7 days of a request therefor
                  a copy of any license obtained by the Tenant pursuant to Sub-
                  Clause 2.5.1. above.

        2.5.3     Not to form any refuse dump or rubbish or scrap heap on
                  the Demised Premises or in any yard passageway staircase or
                  balcony adjacent thereto but to remove as frequently as
                  reasonably necessary all refuse rubbish and scrap and all used
                  tins cans boxes and other containers which may have
                  accumulated on the Demised Premises and to use the refuse
                  disposal receptacles (if any) provided by the Landlord and to
                  keep the Demised Premises generally free from weeds deposit of
                  materials or refuse and clean and tidy and not to bring or
                  keep or suffer to be brought or kept upon the Demised Premises
                  or on any part of the Science Park anything which is or may
                  become untidy unclean unsightly or in any way detrimental to
                  the amenity of the neighborhood and within two working days to
                  comply with the requirements of any written notice from the
                  Landlord to restore any amenity injured as aforesaid and in
                  the event of the Tenant failing to comply with such notice the
                  Landlord shall be entitled to enter upon the Demised Premises
                  or elsewhere on the Science Park and carry out any works
                  necessary to

                                       7
<PAGE>

                  comply with such notice and to recover the reasonable cost
                  thereof from the Tenant which shall at the option of the
                  Landlord be recoverable from the Tenant as rent in arrear

   2.6   To permit entry for inspection

         2.6.1    To permit the Landlord or the Landlord's Managing Agents
                  or such workmen as may be authorised in writing by them
                  respectively at all reasonable times within forty-eight hours
                  of notice in writing from the Landlord to the Tenant (except
                  in case of emergency when no notice shall be required) to
                  enter the Demised Premises and take a plan and examine the
                  state of repair and condition of the same and to keep
                  inventories of the fixtures and things to be surrendered at
                  the expiry of this Lease and within one calendar month or
                  sooner if requisite after notice in writing to the Tenant of
                  all defects and wants of reparation for which the Tenant is
                  liable under the covenants on his part herein contained found
                  on such examination shall have been given or left at the
                  Demised Premises to proceed diligently to repair and make good
                  the same according to such notice and the covenants and
                  conditions and in accordance with the requirements of the
                  Landlord or the Landlord=s Managing Agents and in case the
                  Tenant shall make default in so doing within one month of the
                  service of such notice (or within twenty-four hours in case of
                  emergency in the opinion of the Landlord) it shall be lawful
                  for workmen and others to be employed by the Landlord to enter
                  upon the Demised Premises and repair and restore the same and
                  all costs and expenses incurred thereby and Value Added Tax
                  thereon (including Surveyor's and other professional fees)
                  shall on demand be paid by the Tenant to the Landlord and if
                  not so paid shall be recoverable by the Landlord as rent in
                  arrear

        2.6.2     To permit the Landlord or its Agents or workmen at all
                  reasonable times within forty-eight hours of notice in writing
                  from the Landlord to the Tenant (except in case of emergency
                  when no notice shall be required) to enter upon the Demised
                  Premises for the purpose of executing repairs additions or
                  alterations painting and redecoration to or upon any adjoining
                  or neighbouring premises or for making repairing renewing or
                  connecting or cleansing any services belonging to or leading
                  from the same such persons causing as little inconvenience or
                  interruption to business as possible and making good to the
                  reasonable satisfaction of the Tenant all damage to the
                  Demised Premises thereby occasioned

        2.6.3     The Tenant shall indemnify the Landlord from and against all
                  liability whatsoever including all actions proceedings costs
                  claims and demands brought or made against the Landlord under
                  or by virtue of the Defective Premises Act 1972 or any Act or
                  Acts for the time being amending or replacing the same or any
                  regulations or orders made thereunder in the event of the
                  Landlord exercising the right to enter the Demised Premises to
                  carry out any description of maintenance or repair thereof
                  under the power contained in sub-clause 2.6.1. of this sub-
                  clause

                                       8
<PAGE>

   2.7  Restriction on Alterations

        2.7.1    Not to make any structural alterations to the Demised Premises
                 or any part thereof nor to erect any new buildings or
                 extensions thereon and without prejudice to the generality of
                 the foregoing not to install any outlets for pipes wires cables
                 or flues through the walls doors or windows of the Demised
                 Premises (save as hereinafter contained) Provided always that
                 the cutting of one or more doors or similar openings in a wall
                 or walls separating the Demised Premises from any adjoining
                 premises occupied by the tenant shall not for the purposes of
                 this sub-clause be regarded as a structural alteration and
                 shall require the consent of the Landlord under Clause 2.7.2

        2.7.2    Not without the previous consent in writing of the Landlord
                 such consent not to be unreasonably withheld or delayed (and
                 then only in accordance with plans previously approved in
                 writing by the Landlord such approval not to be unreasonably
                 withheld or delayed and subject to conditions reasonably
                 imposed by and under the supervision and to the reasonable
                 satisfaction of the Landlord or its Surveyors or Architects) to
                 make any non-structural alterations or additions to the Demised
                 Premises (excepting the installation of or alterations to
                 internal demountable partitioning for which no consent will be
                 necessary) and if required by the Landlord to reinstate all
                 such approved alterations and modifications (including
                 demountable partitioning) at the end of the Term (or (if
                 earlier) in the case of works to create an opening in walls
                 separating the Demised Premises from adjoining premises
                 occupied by the Tenant the date on which the adjoining premises
                 cease to be occupied by the Tenant) to the reasonable
                 satisfaction of the Landlord or its Surveyor.

        2.7.3    At the expiry of the Term (howsoever determined) (or (if
                 earlier) in the case of works to create an opening in walls
                 separating the Demised Premises from adjoining premises
                 occupied by the Tenant the date on which the adjoining premises
                 cease to be occupied by the Tenant) if and to the extent
                 required by the Landlord to remove all alterations or additions
                 made to the Demised Premises or any part by the Tenant or its
                 predecessors in title prior to the date of this lease pursuant
                 to any previous tenancy of the Demised Premises under which the
                 Tenant or any predecessor in title of the Tenant was permitted
                 to carry out alterations to the Demised Premises subject to a
                 liability to reinstate and where the Tenant or the predecessor
                 in title did not reinstate the alterations on the determination
                 of that tenancy and to restore and make good the Demised
                 Premises in a good and workmanlike manner to the condition and
                 design which existed before the alterations were made to the
                 reasonable satisfaction of the Landlord or its surveyor.

   2.8  Not to affix heavy apparatus or exceed loads or overload services

                                       9
<PAGE>

        2.8.1    Not to affix to the structure or any part of the Demised
                 Premises any heating apparatus ducting pipes or electric power
                 cables or any crane or hoist for the lifting or transport of
                 merchandise or other goods without the written permission of
                 the Landlord first obtained such permission not to be
                 unreasonably withheld or delayed such permission to be hereby
                 deemed and acknowledged in relation to any such apparatus pipes
                 cables crane or hoist affixed to the Demised Premises by the
                 Tenant prior to the date hereof pursuant to any previous lease.

        2.8.2    Not to suspend or permit or suffer to be suspended any heavy
                 load from the ceilings or main structure of the Demised
                 Premises nor load or use or permit or suffer to be loaded or
                 used the floor or structure of the Demised Premises in any
                 manner which will in any way impose a weight or strain in
                 excess of that which such premises are constructed to bear with
                 due margin for safety or which will in any way strain or
                 interfere with the structural members thereof

        2.8.3    Not to overload the services to the Demised Premises

        2.8.4    To pay to the Landlord on demand all reasonable costs
                 reasonably incurred by the Landlord in obtaining the opinion of
                 a suitably qualified engineer as to whether the Tenant has been
                 in breach of this sub-clause 2.8 and the Landlord's remedies
                 for recovering rent in arrears shall apply hereto

   2.9  Not to avoid insurance

        2.9.1    Not to do or permit or suffer to be done anything (save that
                 the permitted use from time to time shall not be deemed to be a
                 breach of this covenant) whereby the policy or policies of
                 insurance of the Demised Premises and/or the adjoining or
                 neighbouring premises of the Landlord may become void or
                 voidable and to comply with all reasonable recommendations and
                 requirements of the insurers as to fire precautions relating to
                 the Demised Premises

        2.9.2    To pay to the Landlord on demand any increased premium which
                 the Landlord may be reasonably required to pay under any
                 insurance policy in respect of the Demised Premises or any
                 other property of the Landlord arising from the user as
                 hereinafter mentioned of the Demised Premises and all such
                 payment shall be added to the rent hereinbefore reserved and
                 shall be recoverable as rent

        2.9.3    In the event of the Demised Premises or any part thereof being
                 destroyed or damaged by any of the insured risks and the
                 insurance moneys under any insurance against the same effected
                 thereon by the Landlord being wholly or partly irrecoverable by
                 reason solely or in part of any act or default of the Tenant or
                 its agents licensees servants or invitees then and in every
                 such case the Tenant will forthwith (in addition to the said
                 rent) pay to the Landlord the irrevocable


                                      10
<PAGE>

                           proportion of the cost of completely rebuilding and
                           reinstating the same

                  2.9.4    Not to effect any policy of insurance of its own in
                           respect of risks covered by the insurance effected by
                           the Landlord of the Demised Premises (and in default
                           any insurance money received by or payable to the
                           Tenant shall become the property of the Landlord)

         2.10     Dangerous substances

                  2.10.1   Not to keep or permit or suffer to be kept on the
                           Demised Premises any material liquid or gas of a
                           dangerous combustible corrosive explosive flammable
                           radio-active or offensive nature otherwise than in
                           accordance with the provisions of any relevant Act or
                           Acts of Parliament or regulations made thereunder or
                           issued by the Health and Safety Executive or any
                           other like statutory body for the time being in force
                           and after due notice to the Landlord and the insurers
                           of the Demised Premises and payment of every
                           increased or extra premium which ought properly to be
                           paid and in any event not to store in the Demised
                           Premises materials the keeping of which may
                           contravene any statute order or regulation or bye-law

                  2.10.2   If it shall be necessary for the Landlord or any
                           tenant of any unit adjoining the demised Premises to
                           carry out any work to such adjoining unit as a result
                           of the storage in the Demised Premises or any of the
                           substances mentioned in sub-clause 2.10.1 hereof then
                           the Tenant shall forthwith on demand pay to the
                           Landlord or such adjoining tenant the cost incurred
                           in carrying out such work as aforesaid

                  2.10.3   Within seven days of a request by the Landlord to
                           supply to the Landlord copies of any applications
                           made by the Tenant to any statutory or other
                           authority or body for consent to keep any of the
                           matters referred to in sub-clause 2.10.1 hereof on
                           the Demised Premises together with copies of any
                           licences issued pursuant to any such applications

         2.11     Dealings with the lease

                  2.11.1   Not to transfer, mortgage, charge, hold on trust for
                           another, underlet or otherwise part with possession
                           of any part (as distinct from the whole) of the
                           Demised Premises or agree to do so.

                  2.11.2   Not to transfer, hold on trust for another, underlet
                           or otherwise part with possession of the whole of the
                           Demised Premises or agree to do so, except that the
                           Tenant may transfer or underlet the whole of the
                           Demised Premises if, before the transfer or
                           underletting is completed, the Tenant complies with
                           the conditions described in clause 2.11.3 or clause
                           2.11.4, as applicable.

                                      11
<PAGE>

         (Assignment)

         2.11.3  The conditions (which are specified for the purposes of section
                 19(1A) of the Landlord and Tenant Act 1927 and which operate
                 without prejudice to the Landlord's right to withhold consent
                 on any reasonable ground) applying to a transfer of the whole
                 of the Demised Premises are:

                 (A)    that the Tenant enters into an authorised guarantee
                        agreement, as defined in section 16 of the Landlord and
                        Tenant (Covenants) Act 1995, with the Landlord in the
                        form of the draft set out in the Sixth Schedule hereto;
                        and

                 (B)    that any guarantor of the Tenant's obligations
                        guarantees to the Landlord that the Tenant will comply
                        with the authorised guarantee agreement in a form which
                        the Landlord reasonably requires; and

                 (C)    that, subject as provided in paragraph ((D)) and if the
                        Landlord so reasonably requires, the proposed assignee
                        procures one, but not both, of the following:

                        (1)    covenants with the Landlord by an additional
                               guarantor or guarantors approved by the Landlord
                               (who shall act reasonably in giving its
                               approval), in terms having a form and content
                               reasonably required by the Landlord; or

                        (2)    a deposit with the Landlord of an amount in
                               cleared funds equal to half of the then current
                               yearly rent first reserved by this lease and an
                               amount equal to VAT on that amount, on terms
                               which the Landlord reasonably requires; and

                 (D)    if the proposed transfer is to a Group Company (which
                        expression shall have the meaning set out in Section 42
                        of the Landlord and Tenant Act 1954); and

                        (1)    if the Tenant's obligations, or any of them, are
                               guaranteed by another Group Company, that such
                               Group Company covenants with the Landlord terms
                               having a form and content reasonably required by
                               the Landlord; or

                        (2)    if the Tenant's obligations are not guaranteed by
                               another Group Company and if the transferee is
                               not, in the Landlord's reasonable opinion, of
                               equal financial standing to the Tenant, that the
                               proposed transferee procures covenants by a Group
                               Company other than the Tenant and the transferee
                               and which is, in the Landlord's reasonable
                               opinion, of equal financial standing to the
                               Tenant, in a

                                      12
<PAGE>

                               form which the Landlord reasonably requires; and

                        (3)    whether or not paragraph (D)(1) or (2) applies,
                               if the Tenant's obligations, or any of them, are
                               secured by a security deposit, the proposed
                               transferee procures a deposit with the Landlord
                               of the amount and on terms described in paragraph
                               (C)(2); and

                 (E)    that the Landlord's consent, which will be unreasonably
                        withheld, is obtained to, and within two months before,
                        the transfer.

         (Underletting)

         2.11.4    Not to underlet the whole of the Demised Premises except:

                   (A)  to a person who has covenanted with the Landlord:

                        (1)   to observe the Tenant's obligations in this Lease
                              (other than the payment of rents);

                        (2)   not to transfer the whole of the Demised Premises
                              without the Landlord's consent (which shall not be
                              unreasonably withheld if the conditions which are
                              referred to in clause 2.11.3 are first satisfied);
                              and

                        (3)   not to transfer part of the Demised Premises or to
                              underlet or otherwise part with possession or
                              share the occupation of the Demised Premises or
                              any part of them;

                   (B)  by reserving as a yearly rent, without payment of a fine
                        or premium, an amount equal to their then open market
                        rack rental value such rent to be approved by the
                        Landlord (who shall not unreasonably withhold it) and to
                        be payable by equal quarterly instalments in advance on
                        the usual quarter days and by reserving, as additional
                        rents, amounts equal to and payable at the same times as
                        the other rents reserved by this lease;

                   (C)  by a form of underlease (which does not express any sum
                        any be payable by reference to a percentage or
                        proportion of the rent or any other sum payable under
                        this lease, but which requires it to be payable and
                        assessed in accordance with the same principles as are
                        required by this lease) to be approved by the Landlord,
                        such approval not to be unreasonably withheld;

                   (D)  by a form of underlease which requires:

                        (1)   the principal rent reserved by it to be reviewed
                              upwards only at

                                      13
<PAGE>

                              each of those Review Dates which will occur during
                              the sub-term, in accordance with the same
                              principles which apply to rent reviews under this
                              lease;

                        (2)   the underlessee to observe the Tenant's
                              obligations (other than the obligation to pay
                              rents under this lease) to the extent they relate
                              to the Demised Premises and containing:

                              (a)   a condition for re-entry by the underlessor
                                    on breach of any obligation by the
                                    underlessee;

                              (b)   a qualified covenant not to transfer the
                                    whole of the Demised Premises (subject to
                                    prior compliance with conditions as set out
                                    in clause 2.11.3) and an unqualified
                                    covenant not to transfer part of the Demised
                                    Premises or to underlet or otherwise part
                                    with possession or share the occupation of
                                    the Demised Premises or any part of them;

                              (c)   an agreement excluding sections 24 to 28
                                    inclusive of the Landlord and Tenant Act
                                    1954 in relation to the underlease, pursuant
                                    to an Order duly made under section 38(4) of
                                    that Act; and

                   (E)   with the Landlord's consent, issued within two months
                         before completion of the underletting, which consent
                         (subject to compliance with the foregoing conditions
                         precedent shall not be unreasonably withheld.

          2.11.5   To enforce the observance by every underlessee of the
                   provisions of the underlease and not expressly or impliedly
                   to waive any breach of them, nor to vary the terms of any
                   underlease.

          2.11.6   Not to agree any reviewed rent payable under an underlease
                   until the principal rent reserved by this Lease has been
                   reviewed and agreed in accordance with the provisions of the
                   Fourth Schedule hereto.

         (Sharing occupation)

         2.11.7    Not to share the occupation of the Demised Premises or any
                   part of them.

   2.12  Notifying Landlord of dealings with the lease

         2.12.1   Within ten working days after any disposition or devolution of
                  this lease, or of any estate or interest in or derived out of
                  it, to give the Landlord notice of the relevant transaction
                  with a certified copy of the relevant document, and to pay the

                                      14
<PAGE>

                  Landlord a fair and reasonable fee of not less than twenty
                  five pounds for registering each notice.

         2.12.2   To notify the Landlord of particulars of the determination of
                  every rent review under any underlease of the Demised Premises
                  within fourteen days after the date of determination.

    2.13 To pay costs of notices and consents and orders

         2.13.1   To pay all proper and reasonable costs charges and expenses
                  (including Solicitors costs and Surveyors fees) incurred by
                  the Landlord in any proceedings under Sections 146 and 147 of
                  the Law of Property Act 1925 or any statutory provision
                  replacing the same notwithstanding that forfeiture is avoided
                  otherwise than by relief granted by the Court

         2.13.2   To reimburse to the Landlord on demand all proper and
                  reasonable fees costs charges and expenses incurred or
                  suffered by the Landlord arising out of or in connection with
                  or incidental to any application or request by the Tenant in
                  connection with the Demised Premises or any provisions of this
                  Lease whether or not the same shall be proceeded with by the
                  Tenant or shall be granted subject to conditions or arising
                  out of or in connection with any steps in connection with the
                  preparation and service of a Schedule of Dilapidations during
                  or within ninety days after the expiry of sooner determination
                  of the Term or within ninety days after the Tenant vacates the
                  Demised Premises whichever shall be the later (but in relation
                  only to dilapidations occurring during the Term)


         2.13.3   To pay all proper and reasonable legal costs and disbursements
                  incurred by the Landlord in the recovery of arrears of rent
                  and any other monies due hereunder from the Tenant to the
                  Landlord and proceedings in connection therewith

   2.14  User

         2.14.1   Subject to sub-clause 2.16 hereto to use the Demised Premises
                  for such use within Clause B1 of the Town and Country Planning
                  (Use Classes) Order 1987 as shall be first approved in writing
                  by the Landlord (such consent not to be unreasonably withheld
                  or delayed where the proposed use is compatible with uses on a
                  Science Park and does not conflict with good estate
                  management) and for no other purpose

         2.14.2   Not to use the car parking spaces on the Science Park
                  allocated to the Tenant pursuant to the provisions of the
                  First Schedule otherwise than for parking private motor cars
                  of the Tenant its employees and visitors

   2.15  Advertisements and signs

                                      15
<PAGE>

         2.15.1   Not to affix or permit to be affixed or exhibited to or upon
                  any part of the exterior of the Demised Premises or on the
                  interior visible from the exterior any placard poster sign
                  notice or advertisement save those of a type size and in
                  positions approved in writing by the Landlord

         2.15.2   At the end of the Term (howsoever determined) and if so
                  required by the Landlord to remove such placard poster sign or
                  advertisement from the Demised Premises and to make good to
                  the reasonable satisfaction fo the Landlord or its Surveyors
                  any damage caused to the Demised Premises by such removal

         2.15.3   Always to display and maintain a suitable sign in a location
                  reasonably prescribed by the Landlord showing the name (or
                  trading name) of every permitted occupier of the Demised
                  Premises

   2.16  To comply with statutory provisions

         2.16.1   At all times during the Term to observe and comply in all
                  respects with the provisions and requirements of any and every
                  enactment (which expression in this covenant includes as well
                  any and every Act of Parliament already or hereafter to be
                  passed as any and every order regulation and bye-law already
                  or hereafter to be made under or in pursuance of any such Act)
                  so far as they relate to or affect the user of the Demised
                  Premises or any additions or improvements thereto or the user
                  thereof for the purpose of any manufacture process trade or
                  business or the employment therein of any person or persons or
                  any fixtures machinery plant or chattels for the time being
                  affixed thereto or being thereupon or used for the purposes
                  thereof and to execute all works and provide and maintain all
                  arrangements which by or under any enactment or by any
                  government department local authority or other public
                  authority or duly authorised officer or court of competent
                  jurisdiction acting under or in pursuance of any enactment are
                  or may be directed or required to be executed provided and
                  maintained at any time during the Term upon or in respect of
                  the user of the Demised Premises or any additions or
                  improvements thereto or in respect of any such user thereof or
                  employment therein of any person or persons for fixtures
                  machinery plant or chattels as aforesaid whether by the
                  Landlord or Tenant thereof and to indemnify the Landlord at
                  all times against all costs charges and expenses of or
                  incidental to the execution of any works or the provision or
                  maintenance of any arrangements so directed or required as
                  aforesaid and not at any time during the Term to do or omit or
                  suffer to be done or omitted on or about the Demised Premises
                  any act or thing by reason of which the Landlord may under any
                  enactment incur or have imposed upon him or become liable to
                  pay any penalty damages compensation costs charges or expenses
                  and to keep the Landlord effectually indemnified against all
                  such compensation damages penalties costs charges or expenses

         2.16.2   At all times during the Term to comply in all respects with
                  the provisions and

                                      16
<PAGE>

                  requirements of any Town and Country Planning Act or Acts for
                  the time being in force and any regulations and orders made
                  thereunder and all licences consents permissions (to the
                  extent such permissions shall be implemented) and conditions
                  (if any) granted or imposed thereunder or under any enactment
                  repealed thereby so far as the same respectively relate to or
                  affect the Demised Premises or any part thereof or any
                  operations works act or things already or hereafter to be
                  carrier out executed or done or omitted thereon or the use
                  thereof for any purpose and before making any applications to
                  the Local Authority for planning permission or bye-law consent
                  to obtain the consent in writing of the Landlord (which
                  consent shall not be unreasonably withheld or delayed) to such
                  application and to provide the Landlord with copies of the
                  relevant application and accompanying drawings and on the
                  granting of such planning permission or bye-law consent to
                  supply copies thereof to the Landlord

        2.16.3    Unless the Landlord shall otherwise direct to carry out before
                  the expiration or sooner determination of the Term any works
                  stipulated to be carried out to the Demised Premises by a date
                  subsequent to such expiration or sooner determination as a
                  condition of any planning permission which may have been
                  granted and acted upon by the Tenant during the Term

         2.16.4   To give notice to the Landlord as soon as reasonably
                  practicable after receipt of the same of any notice order or
                  proposal for a notice or order served on the Tenant under any
                  legislation and if so reasonably required by the Landlord to
                  produce the same and at the request and cost of the Landlord
                  to make or join in making such objections or representations
                  in respect of any proposals as the Landlord may reasonably
                  require

         2.16.5   At all times during the Term to comply with all requirements
                  from time to time of the appropriate authority in relation to
                  means of escape from the Demised Premises in case of fire and
                  at the expense of the Tenant to keep the Demised Premises
                  sufficiently supplied and equipped with fire fighting and
                  extinguishing apparatus and appliances of a type to be
                  approved from time to time by the relevant Fire Authority and
                  suitable in all respects to the type of user of or business
                  manufacture process or trade carried on upon the Demised
                  Premises which shall be open to the inspection of the Landlord
                  and also not to obstruct the access to or means of working
                  such apparatus and appliances by their operations at or
                  connected with the Demised Premises

   2.17  Restriction on nuisance and auctions

         2.17.1   Not to use the Demised Premises or any part thereof for any
                  immoral purpose or for any noisy noisome dangerous or
                  offensive trade business manufacture operation or occupation
                  provided that the permitted user from time to time shall be
                  deemed not to be in breach of this clause and also not to do
                  or permit to be

                                      17
<PAGE>

                  done thereon anything which may be or grow to the damage
                  nuisance disturbance or annoyance of the Landlord or the
                  occupiers of any adjoining or neighbouring premises or permit
                  any sale by auction to be held upon the Demised Premises or
                  any part thereof or permit the Demised Premises to be used for
                  residential purposes or as sleeping accommodation

         2.17.2   To pay to the Landlord all proper and reasonable costs charges
                  and expenses which may properly and reasonably be incurred by
                  the Landlord in abating a nuisance caused by the Tenant or its
                  servants licensees or customers and executing all such works
                  as may be necessary for abating a nuisance in obedience to a
                  notice served by a local or public authority on the Landlord
                  or the Tenant in respect of the Demised Premises

         2.17.3   Not at any time to permit any musical instrument gramaphone or
                  similar apparatus to be played or used on the Demised Premises
                  so as to be audible from outside the Demised Premises

         2.17.4   Sound insulation

                  To comply in all respects with any scheme or requirement which
                  may be imposed by the Local Planning Authority in connection
                  with the sound insulation of all plant and machinery

         2.17.5   Restriction on noise

                  Without prejudice to the preceding provisions of this Clause
                  2.17 hereof to ensure that the noise from operations conducted
                  on the Demised Premises shall not exceed

                           40 db (A) between 08.00 hours and 18.00 hours

                           35 db (A) between 18.00 hours and 22.00 hours

                           and

                           30 db (A) between 22.00 hours and 08.00 hours

                  all as measured on the boundary of the Science Park

   2.18  To yield up

         On the expiration or sooner determination of the Term peaceably to
         yield up to the Landlord the Demised Premises in a good and tenantable
         state of repair and condition and decoration in accordance with the
         covenants by the Tenant herein contained together with

                                      18
<PAGE>

         all additions and improvements thereto and the keys and all Landlord's
         fixtures and fittings of every kind now in or upon the Demised Premises
         or which during the Term may be affixed or fastened to or upon the same
         all of which shall be at the expiration or sooner determination of the
         Term left complete with all parts and appurtenances thereof and in
         proper working order and condition PROVIDED ALWAYS that the foregoing
         covenants shall not apply to any articles held by the Tenant on hire
         nor to the Tenant's fixtures and fittings and to make good any damage
         caused to the Demised Premises by the removal of tenants and trade
         fixtures and fittings AND PROVIDED FURTHER that if so required by the
         Landlord the Tenant will remove from the Demised Premises such of the
         Tenant's fixtures and fittings as are then installed in the Demised
         Premises as the Landlord shall specify to be removed making good all
         damage caused thereby to the Landlord's satisfaction and reinstating
         the Demised Premises to their original condition PROVIDED FURTHER that
         the Tenant may from time to time (but only with the previous consent of
         the Landlord) substitute for any of the Landlord's fixtures and
         fittings other fixtures and fittings of at least as good a kind and
         quality as the Landlord's fixtures and fittings and not less suitable
         in character

   2.19  Indemnity of the Landlord

         To indemnify and keep indemnified the Landlord from and against
         liability for all loss damage actions proceedings claims demands costs
         damages and expenses of whatever nature in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         or in respect of the infringement disturbance or destruction of any
         right of easement or privilege or otherwise by reason of or arising in
         any way directly or indirectly out of:

         2.19.1   the state of repair or condition of the Demised Premises
                  insofar as the Tenant is liable for such state or condition
                  under the covenants herein contained

         2.19.2   the act omission or default of the Tenant its agents employees
                  customers invitees or visitors whilst on or about the Science
                  Park of the Demised Premises

         2.19.3   the construction or existence of any extensions of or
                  alterations to the Demised Premises carried out by or on
                  behalf of the Tenant

         2.19.4   the user of the Demised Premises and other areas of the
                  Science Park by the Tenant or its agents employees invitees or
                  visitors

         2.19.5   anything now or hereafter attached to or on the Demised
                  Premises or the Science Park by or on behalf of the Tenant

   2.20  Not to obstruct

         2.20.1   Not to expose or place or permit or suffer to be exposed or
                  placed any goods

                                      19
<PAGE>

                  articles or things whatsoever outside the Demised Premises or
                  upon any part of the Science Park and to keep the same free
                  from obstruction of any kind

         2.20.2   Not to stop up darken or obstruct any windows or lights or
                  ventilators belonging to the Landlord or to other tenants of
                  the Landlord or to tenants of other units on the Science Park
                  or other property adjoining the Demised Premises and not to
                  stop up cover or obstruct access to any services on the
                  Science Park or to any fire escapes and not to give to any
                  third party any acknowledgement that the Tenant enjoys the
                  access of light or air to any windows or openings in the
                  Demised Premises by the consent of such third party or to pay
                  any sum of money to or enter into agreement with such third
                  party for the purpose of inducing or binding him to abstain
                  from obstructing the access of light or air to any such
                  windows or lights or ventilators and in the event that any
                  such third party doing or threatening to do anything which
                  obstructs or would obstruct such access of light or air
                  forthwith in writing to notify the same to the Landlord


         2.20.3   Prevention of acquisition of easements

                  Without prejudice to sub-clause 2.20.2 above not to permit or
                  suffer any owner of adjoining or neighbouring property to
                  acquire any rights of way light or air or other easements over
                  the Demised Premises but as soon as the Tenant becomes aware
                  thereof to inform the Landlord or the Landlord's Managing
                  Agents in writing of any act or thing which may result in the
                  acquisition of any right or privilege over the Demised
                  Premises (for the purpose of enabling the Landlord if it
                  thinks fit to do anything necessary for preventing the
                  acquisition of any such right or privilege and to permit the
                  Landlord and the Landlord's Managing Agents to enter and
                  examine the Demised Premises accordingly) and at the sole cost
                  of the Landlord to join with the Landlord in taking such steps
                  or action as may be reasonably required by the Landlord to
                  prevent any such right or privilege from being acquired

   2.21  To notify Landlord of defects and damage

         2.21.1   To notify the Landlord without delay upon becoming aware of
                  any "relevant defects" of which it is aware in the state of
                  the Demised Premises within the meaning of Section 4 of the
                  Defective Premises Act 1972 or any statutory modification or
                  re-enactment thereof and (without prejudice to the foregoing)
                  to give notice thereof as soon as reasonably practicable to
                  the Landlord of any notice or claim affecting the Demised
                  Premises

         2.21.2   In the event of the Demised Premises being destroyed or
                  damaged to give notice thereof immediately to the Landlord or
                  the Landlord's Managing Agents stating the cause of such
                  destruction or damage if the Tenant can in fact determine the
                  cause

                                      20
<PAGE>

2.22     For sale or to let boards

         To permit the Landlord and its surveyors workmen and agents at any time
         during the Term for the purpose of selling or disposing of the
         Landlord's reversionary interest or at any time within six calendar
         months next before the expiration or sooner determination of the Term
         for the purpose of re - letting the Demised Premises to enter upon the
         Demised Premises and to affix and retain upon any suitable part thereof
         (but not so as to block any door or window) a notice board for selling
         or letting the same (with or without any other premises) as the case
         may be and the Tenant will not remove or obscure the same and will at
         all times throughout the Term permit all prospective purchasers or
         tenants by order in writing of the Landlord or its agents to enter and
         view the Demised Premises or any part thereof at reasonable hours in
         the daytime by prior appointment without interruption

2.23     Covenants

         To comply with those covenants and other matters affecting the Demised
         Premises and not to interfere with those rights easements or other
         matters (if any) affecting the Demised Premises as (in each case) are
         contained or referred to in the documents referred to in the Fifth
         Schedule.

3.       THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:

3.1      Quiet enjoyment

         That the Tenant paying the rents hereby reserved and observing and
         performing the several covenants and stipulations on its part herein
         contained shall peaceably hold and enjoy the Demised Premises during
         the Term without any interference of the Landlord or any person
         rightfully claiming under or in trust for him or by title paramount

3.2      To insure

          3.2.1   Subject to such limitations exclusions and excesses as are
                  required by the insurers normal terms of insurance to keep
                  insured at all times throughout the Term the Demised Premises
                  (with the Tenant's interest being noted upon the policy of
                  insurance if the insurers so permit) against loss or damage by
                  fire explosion lightning storm and tempest riot civil
                  commotion and aircraft and articles dropped therefrom and
                  (where appropriate) flooding impact by vehicle escape of water
                  from burst pipes or other water apparatus (and in time of war
                  against war risks under any statutory insurance scheme which
                  may be applicable to the Demised Premises) the cost of shoring
                  up demolition and site clearance and against such other risks
                  as the Landlord may from time to time reasonably require
                  together with surveyors and architect architects fees and
                  three years loss of rent (to include not only the

                                      21
<PAGE>

                  rent currently payable but having reasonable regard to
                  potential increases in the rent pursuant to the Fourth
                  Schedule and with any addition to the amount insured as the
                  Landlord may reasonably decide in respect of VAT) in some
                  insurance office of repute to a value equal to the full cost
                  of reinstatement thereof but not necessarily facsimile
                  reinstatement in accordance with local and statutory
                  requirements then current and against loss of or damage to
                  property or personal injury arising by reason of the condition
                  of the Demised Premises or any part thereof or any building
                  erected thereon or anything done therein and to make all
                  payments necessary for that purpose when the same shall
                  respectively become payable and unless the policy of insurance
                  shall be vitiated by act or default of the Tenant or its
                  agents licensees servants or invitees to cause all monies
                  received by virtue of any such insurance (save any monies
                  received in respect of loss of rent) to be forthwith laid out
                  in rebuilding and reinstating the Demised Premises in the
                  event of the Demised Premises being damaged or destroyed as
                  aforesaid unless the Landlord is unable having used its best
                  endeavours (which the Landlord agrees to do) to obtain
                  permission for such rebuilding or reinstatement of the Demised
                  Premises whereupon this demise shall forthwith be at an end
                  without prejudice to any right of action of the Landlord or
                  the Tenant in respect of any antecedent breach of covenant
                  Provided that the Tenant shall have no claim in respect of the
                  said insurance monies

         3.2.2    Whenever reasonably so required by the Tenant to supply to the
                  Tenant sufficient details of such policy or policies of
                  insurance to enable the Tenant to comply with the terms and
                  conditions thereof together with evidence of payment of the
                  premium

3.3      To use all reasonable endeavours to do such of the things and to
         provide such of the services specified in the Third Schedule hereto as
         the Landlord or Landlord's Managing Agents from time to time shall deem
         appropriate and to use its like endeavours to enforce the covenant to
         contribute to the expenses referred to in the Third Schedule which are
         contained in leases of other premises on the Science Park (as defined
         in the First Schedule hereto)

3.4      Unless the Landlord reasonably considers it not to be in the interest
         of other tenants on the Science Park (as defined as aforesaid) to use
         reasonable endeavours at the Tenant's request to enforce the covenants
         contained in leases of other premises on the Science Park (as so
         defined) the Tenant indemnifying the Landlord against its expenses
         properly incurred in so far as they are not recoverable under the
         provisions of the other leases (or otherwise)

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOW:

4.1      Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord if the rents
         reserved or any part thereof

                                      22
<PAGE>

         shall be unpaid for twenty-one days after becoming payable whether
         formally demanded or not or if any covenant on the  Tenant's part
         or condition contained in this Lease shall not be performed or observed
         or if the Tenant for the time being (being a company) shall enter into
         liquidation whether compulsory or voluntary (save for the purpose of
         reconstruction or amalgamation whilst solvent) or pass a resolution for
         winding up (save as aforesaid) or suffer an administrator or an
         administrative receiver to be appointed or being an individual or being
         more than one individual any one of them shall have a receiving order
         made against him or become bankrupt or if the Tenant (or if there shall
         be more than one Tenant any of them) shall enter into composition with
         their or his creditors or suffer any distress or execution to be levied
         on their or his goods then and in any such case 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 or remedy of the Landlord in respect of any breach non-
         observance or non-performance of any of the Tenant's covenants or any
         conditions herein contained

4.2      Notices

         Any notice under this Lease shall be in writing and shall be deemed
         well served if posted to the Registered Office of the recipient or if
         an individual at his last known address or in the case of the service
         on the Tenant at the Demised Premises by first class post recorded
         delivery in which case the date of service shall be the day following
         the date of posting

4.3      Waiver

         No demand for or acceptance of or receipt for rent by the Landlord
         after knowledge or notice received by the Landlord or his agents of any
         breach of any of the Tenant's covenants hereunder shall be or operate
         as a waiver wholly or partially of any such breach but any such breach
         shall for all purposes of these presents be a containing breach of
         covenant so long as such breach shall be subsisting and the Tenant
         shall not be entitled to set up any such demand or acceptance of or
         receipt for rent by the Landlord as a defence in any action or
         proceeding by the Landlord

4.4      Representations

         The Tenant hereby admits that the Demised Premises have been inspected
         by it or on its behalf and the Tenant has entered into this Lease
         solely on the basis of such inspection and upon the terms hereof and
         not in reliance of any collateral contract warranty or representation
         whether written oral or implied made by or on behalf of the Landlord
         other than any made by the Landlord's Solicitors in reply to any
         enquiries raided by the Tenant's Solicitors prior to the date hereof

4.5      Value Added Tax

                                      23
<PAGE>

         For the avoidance of doubt it is hereby declared that where any party
         has an obligation to make payment of any amount hereunder including
         (without prejudice to the generality of the foregoing) the rents hereby
         reserved and any Value Added Tax (or other like tax excise or custom or
         other duty) becomes payable in respect of the supply of any goods or
         services to which such amount relates or by reference to which in whole
         or in part such amount is ascertained then the obligation shall extend
         to and include the Value Added Tax (or other like tax as hereinbefore
         mentioned) or the appropriate proportion thereof

4.6      Rent abatement

         If the Demised Premises or any part thereof shall at any time during
         the Term be destroyed or so damaged by fire or other insured risk as to
         be unfit for occupation or use then and in any such case unless the
         insurance of the Demised Premises shall have been forfeited or payment
         of the said policy monies or any part thereof refused by or in
         consequence of any act or default of the Tenant their licensees or
         agents the rent hereby reserved (without prejudice to any monies owing
         to the Landlord at the date of such damage or destruction) or a fair
         and just proportion thereof according to the nature and extent of the
         damage sustained shall from the date of such damage or destruction and
         until the Demised Premises shall have been rebuilt or reinstated and
         made fit for occupation or until the end of the period for which the
         Landlord shall have initiated loss of rent insurance (whichever shall
         first occur) be suspended and cease to be payable

4.7      Ending of the lease following major damage

         If at any time the Demised Premises shall be destroyed or damaged and
         shall not have been reinstated by the Landlord by the date on which the
         insurance for loss of rent effected by the Landlord expires the Tenant
         may at any time thereafter by notice in writing to the Landlord
         determine this Lease and on the tenth working day following the service
         of such notice this Lease shall determine but without prejudice to any
         rights or remedies which may then have accrued in respect of any breach
         of any of the covenants or provisions contained therein provided that
         the Tenant may not determine this Lease if the Landlord had by the date
         falling two years and 6 months from the date of destruction or damage
         commenced and is diligently proceeding with the carrying out of works
         to replace the damaged or destroyed parts of the Demised Premises

4.8      Construction (Design and Management) Regulations 1994

         4.8.1    In this clause:
                  (A)   the expression "Regulations" means the Construction
                        (Design and Management) Regulations 1994 and any
                        expressions appearing in this clause which are defined
                        in the Regulations have the same meaning; and

                  (B)   the expression "relevant work" means any construction
                        work which is undertaken by the Tenant or by a person
                        claiming under it pursuant to an

                                      24
<PAGE>

                        obligation or a right (whether or not requiring the
                        Landlord's consent) under this lease and for the
                        purposes of the Regulations the Tenant irrevocably
                        acknowledges that it, and not the Landlord, arranges the
                        design, carrying out and construction of relevant work.

         4.8.2    The Tenant irrevocably acknowledges that it will be the only
                  client in respect of any relevant work.

         4.8.3    Before any relevant work is commenced the Tenant shall make a
                  declaration in accordance with Regulation 4(4) and shall
                  forthwith serve it on the Executive and a copy of it on the
                  Landlord.

         4.8.4    The Tenant shall comply with its obligations as client in
                  respect of any relevant work.

         4.8.5    The Tenant shall promptly provide the Landlord with a complete
                  copy of the health and safety file for all relevant work and
                  (no later than the expiry of the Term) the original health and
                  safety file.

         4.8.6    The provisions of this clause 4.9 shall apply notwithstanding
                  that any consent issued by the Landlord in respect of any
                  relevant work does not refer to the said provisions or to the
                  Regulations.

4.9      Restriction on acquisition of easements

         The Tenant shall not by virtue of ths demise be deemed to have acquired
         or be entitled to nor shall it during the Term acquire or become
         entitled by any means whatever in respect of the Demised Premises to
         any right of light or air nor any other easement from or over or
         affecting any other land or premises now or at any time hereafter
         belonging to the Landlord and not comprised in this demise save such as
         is necessary for the carrying on of the Tenant's business in the
         Demised Premises

4.10     Warranty

         Nothing herein contained or implied shall be taken to be a covenant
         warranty or representation by the Landlord that the Demised Premises
         can lawfully be used for any particular purpose or that the Demised
         Premises are fit for any purpose for which the Tenant may use them

4.11     Remedies for dilapidations in the state

         If at the expiration or sooner determination of the Term the Demised
         Premises are not in the state of repair and condition in which they
         should be having regard to the Tenant's covenants herein contained the
         Tenant shall (if so required by the Landlord) pay to the

                                      25
<PAGE>

         Landlord on demand by way of liquidated damages:

         4.11.1   such sum as shall be agreed between the parties and in default
                  of agreement as shall be certified by an independent chartered
                  surveyor to be appointed by the Landlord to represent in his
                  opinion:

                  (A)    the cost of putting the Demised Premises into the state
                         of repair and condition in which they should be as
                         aforesaid and


                  (B)    the rent that would have been payable under this Lease
                         if the Term had been extended for such period as is
                         reasonably necessary to put the Demised Premises into
                         the state of repair and condition in which they should
                         be as aforesaid and

         4.11.2   the reasonable fees of the Landlord or its agents for the
                  preparation and service of a Schedule of Dilapidations and of
                  the said independent chartered surveyor for the preparation
                  and issue of the said certificate

4.12     Removal of Tenant's property

         If at such time as the Tenant has vacated the Demised Premises after
         the determination of the Term either by effluxion of time or otherwise
         any property of the Tenant shall remain in or on the Demised Premises
         and the Tenant shall fail to remove the same within twenty-eight days
         after being requested by the Landlord so to do by a notice in that
         behalf then and in such case the Landlord may as the agent of the
         Tenant (and the Landlord is hereby appointed by the Tenant to act in
         that behalf) sell such property and shall then hold the proceeds of
         sale after deducting the reasonable costs and expenses of removal
         storage and sale reasonably and properly incurred by it to the order of
         the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
         any liability incurred by it to any third party whose property shall
         have been sold by the Landlord in the bona fide mistaken belief (which
         shall be presumed unless the contrary be proved) that such property
         belonged to the Tenant and was liable to be dealt with as such pursuant
         to this sub-clause

4.13     Party Walls

         All walls separating the Demised Premises from any adjoining premises
         shall be party walls and shall be used and repaired and maintained as
         such and all ceiling joists beams slabs floors and walls separating the
         Demised Premises from any adjoining premises shall be party structures
         and shall be used and repaired and maintained as such

4.14     No liability for injury etc

         The Landlord shall not be responsible to the Tenant or its servants or
         visitors for any

                                      26
<PAGE>

         injury death damage destruction caused by natural or consequential loss
         whether to person property or goods due directly or indirectly to any
         act neglect or default of any other tenant or permitted occupier for
         the time being of the Science Park or to the condition of the Demised
         Premises or any of its appurtenances

4.15     Powers of Landlord's Managing Agents

         The obligations of the Tenant under this Lease shall be enforceable in
         case of default as well by the Landlord's Managing Agents in their own
         name as by the Landlord

4.16     No compensation

         If the Lease hereby granted is within Part II of the Landlord and
         Tenant Act 1954 then subject to the provisions of sub-clause (2) of
         Section 38 of that Act the Tenant shall not be entitled on quitting the
         Demised Premises to any compensation under Section 37 of the same Act
         or under any corresponding provision in any Act or under any
         corresponding provision in any Act amending or replacing the same

4.17     Tenant's right to break

         4.17.1   The Tenant may (subject to the provisions of this clause)
                  determine this lease as at 24/th/ December 2009 (the "Break
                  Date")

         4.17.2   The Tenant shall give the Landlord written notice of its
                  intention to determine at least thirteen months before the
                  Break Date

         4.17.3   If the Tenant duly serves a notice under this clause it shall
                  procure that vacant possession of the Demised Premises will be
                  available on the Break Date free of occupation by and of any
                  estate of interest vested in the Tenant or any third party and
                  this lease shall not determine as a result of any notice
                  served by the Tenant if it is in material breach of any of its
                  covenants contained in this lease (including those contained
                  in this clause) at the Break Date except to the extent if at
                  all the Landlord in its absolute discretion waives compliance
                  with any of them

         4.17.4   If a notice is duly served and the requirements of paragraph
                  4.17.3 of this clause are first satisfied this lease shall
                  determine on the Break Date without prejudice to:

                  (A)    any rights or remedies which may have accrued to either
                         party in respect of any breach of any of the covenants
                         or obligations contained in it including obligations
                         under this clause which shall continue to bind the
                         parties; and

                  (B)    the continuing obligation of the parties to account to
                         one another on demand for any payment or allowance
                         apportioned up to the date of

                                      27
<PAGE>

                         determination as soon as reasonably possible thereafter

         4.17.5   Time is of the essence of all dates and periods referred to in
                  this clause

4.18     Freedom to deal with Science Park

         The Landlord may at any time or times hereafter convey demise or
         otherwise deal with all or any of the Science Park (as defined in the
         First Schedule hereto) free from all or any of the covenants and
         conditions herein contained or subject to any other covenants
         conditions or otherwise as the Landlord thinks fit

4.19     Overriding lease

         If, during the Term, the Landlord grants a tenancy of the reversion
         immediately expectant on the determination of this lease, whether
         pursuant to section 19 Landlord and Tenant (Covenants) Act 1995 or
         otherwise, any obligation of the Tenant to obtain the consent of the
         Landlord under this lease to any dealing shall be deemed to include a
         further obligation also to obtain the consent of the lessor under such
         tenancy to such a dealing.

4.20     Application of Landlord and Tenant (Covenants) Act 1995

         This lease is a new tenancy for the purposes of the Landlord and Tenant
         (Covenants) Act 1995.

4.21     Stamp duty certificate

         It is hereby certified that there is no agreement for lease to which
         this lease gives effect.

5.       INTERPRETATION

         In this lease:

5.1      The singular includes the plural and vice versa and one gender includes
         both other genders.

5.2      Where a party comprises more than one person, obligations of that party
         take effect as joint and several obligations.

5.3      An obligation by the Tenant not to do (or omit) any act or thing also
         operates as an obligation not to permit or suffer it to be done (or
         omitted) and to prevent (or as the case may be) to require it being
         done.

5.4      References to:

                                      28
<PAGE>

                  (A)    any clause or schedule are reference to the relevant
                         clause or schedule of this lease and any reference to a
                         sub-clause or paragraph is a reference to that sub-
                         clause or paragraph of the clause or schedule in which
                         the reference appears and headings shall not affect the
                         construction of this lease;

                  (B)    any right of (or obligation to permit) the Landlord to
                         enter the Demised Premises shall also be construed as
                         entitling the Landlord to remain on the Demised
                         Premises, with or without equipment, and permitting
                         such right to be exercised by all persons authorised by
                         the Landlord;

                  (C)    any consent or approval of the Landlord, or words to
                         similar effect mean a consent in writing signed by or
                         on behalf of the Landlord and given before the act
                         requiring consent or approval;

                  (D)    the Demised Premises (except in clause 2.11) extend,
                         where the context permits, to any part of the Premises;

                  (E)    a specific Enactment include every statutory
                         modification, consolidation and re-enactment and
                         statutory extension of it for the time being in force,
                         except in relation to the Town and Country Planning
                         (Use Classes) Order 1987, which shall be interpreted
                         exclusively by reference to the original provisions of
                         Statutory Instrument 1987 No 764 whether or not it may
                         have been revoked or modified;

                  (F)    the last year of the Term includes the final year of
                         the Term if this lease determines otherwise than by
                         passing of time and references to the expiry of the
                         Term include that type of determination;

                  (G)    Rents or other sums being due from the Tenant to the
                         Landlord mean that they are exclusive of any VAT.

IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below

                                      29
<PAGE>

                              THE FIRST SCHEDULE

                           hereinbefore referred to

                     (Description of the Demised Premises)

ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B8 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and ceilings of the unit and
the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached

TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:

(i)    with or without vehicles to pass and repass to and from the Demised
       Premises or any part thereof and the public highway over and along such
       roads as may from time to time during the Term be constructed upon the
       Science Park but not at any time to park thereon and on foot to pass and
       repass to and from the Demised Premises or any part thereof from such
       roads

(ii)   upon reasonable notice being given to the Landlord to enter upon the
       adjoining or neighbouring property of the Landlord where the same is
       necessary for the purpose of complying with its covenants hereunder
       making good all damage occasioned thereby

(iii)  the free and uninterrupted passage and running of water soil electricity
       gas and telephone and other services to and from the Demised Premises
       through the sewers drains watercourses conduits pipes wires and cables
       which are now or may hereafter during the Term be in under or over the
       Demised Premises or the Science Park and the connecting with the main
       water drainage electricity and sewage systems serving the Science Park
       PROVIDED ALWAYS that no liability shall fall upon the Landlord for any
       damage to the Tenant if there shall be any interruption or obstruction to
       the roads or service areas or to the said systems caused by accident
       flood tempest frost breakdown of any machinery acts of the Queen's forces
       or of the Queen's enemies riot civil commotion operation of aircraft
       hostile or friendly or force majeure or act of God or by any restrictions
       or regulations of Her Majesty's Government or any strike or work to rule
       or lockout of workmen whether in the employment of the Landlord or not or
       any other circumstances

                                      30
<PAGE>

         or occurrence beyond the Landlord's control

(iv)     the right to use any refuse disposal receptacles provided by the
         Landlord

(v)      the exclusive right to use the nine car parking spaces coloured blue on
         Plan A

(vi)     the right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the other units and other parts of the
         Science Park

(vii)    for the Tenant its servants and employees to use such of the
         recreational areas and facilities forming part of the Science Park as
         are available and suitable for use without obligation on the part of
         the Landlord to provide the same on such terms and in accordance with
         such regulations as the Landlord may from time to time prescribe

EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:

(i)      to build and use any land adjoining or near to the Demised Premises and
         to rebuild or alter any of the adjoining or neighbouring buildings
         including the right to build on or into the walls of the Demised
         Premises according to such plans whether as to height extent or
         otherwise and in such manner as shall be approved by the Landlord or
         its Surveyors notwithstanding any interference thereby occasioned to
         the access of light or air to the Demised Premises which light and air
         shall be deemed to be enjoyed by licence only Provided always that the
         Demised Premises shall not be rendered unsuitable for the user
         permitted under the provisions of this Lease

(ii)     the free and uninterrupted passage and running of water soil
         electricity gas and telephone services from and to other parts of the
         Science Park through the sewers gutters drains channels watercourses
         pipes conduits cables and wires which are now or may hereafter during
         the term hereby granted be in under or over the Demised Premises
         together with full liberty and power at all times (but on reasonable
         notice except in case of emergency) for the Landlord with or without or
         others together where necessary with appliances to enter upon the
         Demised Premises to inspect maintain repair cleanse amend re-route
         relay replace or renew the said services and the Demised Premises and
         to install any additional services for the benefit of the Demised
         Premises or the other buildings on the Science Park but causing as
         little interference as possible with the operation of the Tenant
         carried on by it on the Demised Premises doing no unnecessary damage by
         the exercise of this right and forthwith making good any damage to the
         Demised Premises thereby occasioned

(iii)    the right of support and protection for the benefit of the other units
         and all other parts of the Science Park as is now enjoyed or as will be
         hereafter enjoyed from the Demised

                                      31
<PAGE>

         Premises

(iv)     the right of entry for the Landlord or the Landlord's Managing Agents
         or others so authorised by them for the purposes of complying with any
         of the Landlord's obligations hereunder or for the repair maintenance
         or alteration of any adjoining premises of the Landlord

(v)      the right for the Landlord and its tenants of other parts of the
         Science Park to pass on foot only through the Demised Premises for the
         purpose (in case of emergency only) of gaining access to any fire
         escapes situate within the building of which the Demised Premises form
         part

                                      32
<PAGE>

                                                                          PLAN A

                                     [MAP]

                                      33
<PAGE>

                                                                          PLAN B

                                     [MAP]

                                      34
<PAGE>

                          THE SECOND SCHEDULE hereto

                      (Landlord's fixtures and fittings)

Unit B8 Melbourn Science and Business Park

1 x      Stelrad Ideal Elan wall mounted gas fired boiler

1 x      Brefco fill and expansion unit

1 x      Grundfoss U P 15 60 water pump

15 x     Stelrad Accord hot water radiators

1 x      Honeywell frost thermostat

17 x     Surelux light fitting 1200 x 600 recessed with SAS louvres

2 x      Surelux light fitting 600 x 600 recess with SAS louvres

12 x     Surelux light fitting 1200 x 600 surface SAX LL 3436

2 x      Surelux wall light/emergency light

1 x      Surelux canopy light

1 x      Armstrong Cortege suspended ceiling mineral fibre board tile 600 x 600
         x 15mm on Armstrong Microlock 15 Exposed grid suspension system (ground
         floor only)

1 x      Channel Safety Systems Ltd 2 zone CH2 fire alarm panel with Bezzel
         plate, three fire bells and two call points

1 x      Santon wall mounted water heater

1 x      Southway mini kitchen - Ref 100 AR

24 x     Double power link sockets and trunking

2 x      Twyford Galarie WC bowl and cistern

1 x      Twyford Galarie wash hand basin and taps

1 x      Twyford Sola wash hand basin and taps (disabled WC)

                                      35
<PAGE>

2 x      Twyford support rails (disabled WC)

2 x      Toilet roll holders

1 x      Plate glass mirror 500 x 1100

1 x      Plate glass mirror 400 x 1100

1 x      MK 711 shaver point and light

1 x      Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen)

1 x      Roof Unit Ltd model "G" series twin extract fan and controller
         (toilets)

1 x      Bee Secure 9800 burglar alarm system (ground floor only)

                                      36
<PAGE>

                               THE THIRD SCHEDULE

                                   (Services)

The Maintenance Charge shall include the following:

1.       The cost of inspecting repairing maintaining renewing replacing
         cleansing and keeping clean and tidy

1.1      any drains sewers or other services serving the Demised Premises or any
         other buildings on the Science Park but excluding those within the
         Demised Premises and exclusively serving the same

1.2      the fences walls gates and other boundary structures

1.3      the car park spaces

2.       The cost of inspecting and maintaining the landscaped areas and hedges
         on the Science Park

3.       Without prejudice to paragraphs (1) and (2) of this Schedule the cost
         of insurance repair maintenance rebuilding renewing making lighting
         cleansing and decoration of any parts of the Science Park which in the
         Landlord's or Landlord's Managing Agents' opinion benefit more than
         one tenant but are not the specific responsibility of any one tenant

4.       The payment by the Landlord of any rates water or other outgoings which
         in the Landlord's or the Landlord's Managing Agents' reasonable opinion
         benefit the Science Park or any part thereof and which do not fall to
         be paid by any other tenant on the Science Park or by the Landlord in
         respect of any unoccupied premises available for letting on the Science
         Park

5.       The employment of any staff (being reasonable in number) to perform
         duties on the Science Park including periodical payments in respect of
         National Health and Insurance Payments or similar or ancillary payments
         required by statute to be made by the Landlord in respect of any such
         staff and any reasonable benefits paid by the Landlord to any such
         staff as a condition of employment

6.       The carrying out of all works on the Science Park which are not the
         specific responsibility of any one tenant and which shall be reasonably
         necessary to comply with the doing of anything which the Landlord or
         the Landlord's Managing Agents consider necessary or prudent to comply
         with or to contest the incidence of any requirements under the Factory
         Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire
         Precautions Act 1971 the Town and Country Planning Acts 1971 to 1990
         and the Health and Safety at Work Act 1974 and in any other legislation
         or order or instrument deriving validity from

                                      37
<PAGE>

         any of them and any Act or Acts for the time being in force amending or
         replacing the same and any future legislation or order or instrument as
         aforesaid of the like nature or effect

7.       The provision repair maintenance and updating of sign boards for the
         Science Park (excluding "to let" or "for sale" signs)

8.       The payment of management and other professional fees and expenses
         reasonably incurred by the Landlord from time to time by virtue of or
         in relation to any matter provided for in this Lease and the employment
         of any accountant solicitor surveyor or other professional person for
         any purpose connected with the management of the Science Park and the
         cost of a professional valuation (not more than once in any period of
         twelve months) of the Science Park for insurance purposes

9.       The enforcement of any regulations relating to the use of the Science
         Park or any part thereof and the preparation and enforcement of any
         other regulations which may be made by the Landlord or the Landlord's
         Managing Agents to amend replace or extend the same

10.      The provision repair maintenance and replacement of such vehicles
         equipment plant tools and materials as the Landlord or the Landlord's
         Managing Agents may reasonably consider necessary for the provision of
         services or the repair improvement and maintenance of the Science Park

11.      The provision maintenance and renewal of such other services facilities
         or amenities or the carrying out of such works to the Science Park and
         its appurtenances and the effecting of such insurances in respect of
         third party and property owners' risks and otherwise as the Landlord or
         the Landlord's Managing Agents shall from time to time reasonably
         consider necessary or desirable for the use enjoyment or benefit of the
         Tenant jointly with other tenants on the Science Park

12.      (To the extent actually utilised by the Tenant) the cost of provision
         of any refuse service and of providing and renewing any rubbish bins
         and the periodical refuse collection charged to or undertaken by the
         Landlord

13.      The current rental value (if the premises hereinafter mentioned were
         available for letting) from time to time (as certified by the
         Landlord's surveyor or valuer by reference to other rentals payable for
         units on the Science Park whose certificate shall be final and binding
         upon the parties hereto) of premises on the Science Park provided for
         use by the Landlord for the general management by the Landlord of the
         Science Park and of premises for reception facilities or for any other
         facility made available by the Landlord for the mutual use and benefit
         of the Tenant and other tenants on the Science Park together with the
         cost of heating and lighting all such premises whether or not the
         Tenant shall make use of such facilities

                                      38
<PAGE>

14.      The cost of borrowing any monies required to pay the cost of carrying
         out the Landlord's obligations under this Lease

15.      The sum or sums which the Landlord shall from time to time pay by way
         of premium (including any increased premium payable by reason of any
         act or omission of the Tenant) for keeping the Demised Premises insured
         in accordance with the Landlord's obligation in that behalf contained
         in Clause 3.2 hereof

                                      39
<PAGE>

                              THE FOURTH SCHEDULE

                            (Rent and rent review)

1.       In this schedule the following expressions have the respective
         specified meanings:

1.1      "Current Rent" means the amount of the yearly rent first reserved by
         this lease payable immediately before the relevant Review Date;

1.2      "Review Date" means each of:

         1.2.1   25th December in the years 2001, 2004 and 2007; and (if
                 applicable)

         1.2.2   any date so stipulated by virtue of paragraph 6;

1.3      "Review Rent" means the yearly market rack rental value which might
         reasonably be expected to be payable, following the expiry of any
         period at the beginning of the term which might be negotiated in the
         open market for the purposes of fitting out, during which no rent, or a
         concessionary rent, is payable (and on the assumption that the lessee
         has had the benefit of such rent free or concessionary rent period), if
         the Demised Premises had been let in the open market by a willing
         lessor to a willing lessee with vacant possession, on the relevant
         Review Date, without fine or premium, for a term of ten years computed
         from the relevant Review Date, and otherwise upon the provisions (save
         as to the amount of the rent first reserved by this lease but including
         the provisions for rent review at three-yearly intervals) contained in
         this lease and on the assumption if not a fact that the said provisions
         have been fully complied with and on the further assumptions that:

         1.3.1   the Permitted Use and the Demised Premises comply with Planning
                 Law and every other Enactment and that the lessee may lawfully
                 implement and carry on the Permitted Use;

         1.3.2   the Demised Premises have been fitted out and are fit for
                 immediate occupation and operation of the Permitted Use;

         1.3.3   no work has been carried out to the Demised Premises which has
                 diminished their rental value;

         1.3.4   in case the Demised Premises or the Science Park or any part of
                 it has been destroyed or damaged they have been fully restored,

         but disregarding any effect on rent of:

         (i)     the fact that the Tenant or any underlessee or other occupier
                 or their respective

                                      40
<PAGE>

         predecessors in title has been or is in occupation of the Demised
         Premises;

(ii)     any goodwill attached to the Demised Premises by the carrying on in
         them of the business of the Tenant or any underlessee or their
         respective predecessors in title or other occupier; and

(iii)    (without prejudice to paragraphs 1.3.2 and 1.3.3) any works carried out
         to the Demised Premises during the Term by the Tenant or any permitted
         underlessee, in either case at its own expense in pursuance of a
         license granted by the Landlord and otherwise than in pursuance of any
         obligation to the Landlord and any other works carried out at the
         Demised Premises by the Tenant under any previous tenancy whether or
         not so licensed by the Landlord.

1.4      "Review Surveyor" means an independent chartered surveyor appointed
         pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
         of the President of the Royal Institution of Chartered Surveyors, the
         President shall be requested to nominate an independent chartered
         surveyor having not less than ten years practice next before the date
         of his appointment and recent substantial experience in the letting and
         valuation of premises of a similar character and quality to those of
         the Demised Premises and who is a partner or director of a firm or
         company of surveyors having appropriate market and valuation knowledge
         of such premises.

2.       The yearly rent first reserved and payable under this lease for each
         year of the Term until the first Review Date is as follows:-

         (a)    for the period commencing on 25th December 1998 and expiring on
                24th December 1999 the sum of Twenty Six Thousand One Hundred
                and Twenty Three Pounds (,26,123); and

         (b)    for the period commencing on 25th December 1999 until the first
                Review Date the sum of Twenty Nine Thousand One Hundred Pounds
                (,29,100)

3.       The yearly rent first reserved and payable from each Review Date until
         the next following Review Date or (in the case of the period commencing
         on the last Review Date during the Term) until the expiry of the Term
         shall be the higher of:

3.1      the Current Rent; and

3.2      the Review Rent.

4.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:

                                      41
<PAGE>

4.1      the Review Surveyor shall (in the case of agreement about his
         appointment) be appointed by the Landlord or the Tenant to assess the
         Review Rent or (in the absence of agreement at any time about his
         appointment) be nominated to assess the Review Rent by or on behalf of
         the President for the time being of The Royal Institution of Chartered
         Surveyors on the application of the Landlord or the Tenant;

4.2      the Review Surveyor shall act as an arbitrator and the arbitration
         shall be conducted in accordance with the Arbitration Act 1996; and
         shall be required:

          4.2.1    to give written notice to the Landlord and the Tenant
                   inviting each of them to submit to him within such time
                   limits as he shall reasonably stipulate a proposal for the
                   Review Rent supported by any or all of:

                   (A)   a statement of reasons;

                   (B)   a professional rental valuation;

                   (D)   information in respect of any other matters they
                         consider relevant; and (separately and later)

                   (E)   submissions in respect of each other's statement of
                         reasons, valuation and other matters; and

         4.2.2     upon written request from the Landlord or the Tenant to
                   assess the Review Rent with a hearing and not solely upon the
                   written submissions and other matters referred to at
                   paragraph 4.2.1 of this schedule 4; and

         4.2.3     to give written notice to the Landlord and the Tenant if he
                   shall appoint a Solicitor or Counsel or expert to advise and
                   assist him on points of law and/or procedure and/or evidence
                   which notice shall include the name of the Solicitor or
                   Counsel or expert and details of their anticipated fees and
                   expenses and the Landlord or the Tenant shall notify the
                   Review Surveyor within a reasonable period if there is any
                   objection to such appointment or the level of such fees or
                   expenses and the Review Surveyor shall give reasonable
                   consideration to such representations.

4.3      if the Review Surveyor refuses to act, or is or becomes incapable of
         acting or dies, the Landlord or the Tenant may apply to the President
         for the appointment of another Review Surveyor.

5.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:

5.1      continue to pay the Current Rent on account; and

                                      42
<PAGE>

5.2      pay the Landlord, within seven days after the agreement or assessment
         of the Review Rent, any amount by which the Review Rent for the period
         commencing on the relevant Review Date and ending on the quarter day
         following the date of payment exceeds the Current Rent paid on account
         for the same period, plus interest (but calculated at 2% per annum
         above the Midland Bank Plc base lending rate then in force) for each
         instalment of rent due on and after the relevant Review Date on the
         difference between what would have been paid on that rent day had the
         Review Rent been fixed and the amount paid on account (the interest
         being payable from the date on which the instalment was due up to the
         date of payment of the shortfall).

6.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then, when the restriction is
         released, the Landlord may, at any time within six months after the
         date of release, give to the Tenant not less than one month's notice
         requiring an additional rent review as the next following quarter day
         which shall for the purposes of this lease be a Review Date.

7.      As soon as possible after any increase in rent is agreed or determined
        pursuant to this Fourth Schedule, a memorandum recording the increase
        shall be signed on behalf of the Landlord and the Tenant respectively
        and exchanged between them.

                                      43
<PAGE>

                              THE FIFTH SCHEDULE

                               (Covenants, etc.)

All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.

                                      44
<PAGE>

                                SIXTH SCHEDULE

                       (Authorised Guarantee Agreement)

The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:

1.1      the rent reserved by the Lease (whether or not ascertained as to
         amount) and other sums payable by the Assignee shall be duly paid and
         that all the tenant's obligations contained in the Lease shall be
         performed and observed as required by the Lease and that if there is
         any breach of the tenant's obligations the Assignor shall comply with
         the obligations in respect of which the Assignee shall be in default
         and shall on demand pay to the Landlord an amount equivalent to the
         rents or other sums not paid and/or any loss damage costs charges
         expenses or any other liability incurred or suffered by the Landlord as
         a result of the breach and shall otherwise indemnify and hold harmless
         the Landlord against all actions claims costs damages demands expenses
         losses and proceedings arising from or incurred by the Landlord as a
         result of such non-compliance;

1.2      if any liquidator or other person having power to do so disclaims the
         Lease and if the Landlord by written notice served within three months
         after the date of disclaimer (the "Relevant Trigger Event") requires
         the Assignor to accept a lease of the Premises (for a term computed
         from the date of the Relevant Trigger Event to the date on which the
         Term (as defined in the Lease) would have expired by effluxion of time
         and at the same rents and subject to the same covenants conditions and
         provisions as are reserved by and contained in the Lease immediately
         before the Relevant Trigger Event and with coincidental rent review
         dates (as defined in the Lease) (the said new lease to take effect as
         from the date of the Relevant Trigger Event) the Assignor shall
         forthwith accept such lease accordingly and execute and deliver to the
         Landlord a counterpart of it and indemnify the Landlord on demand
         against the costs incurred on the grant of the new lease;

1.3      without prejudice to the rights of the Landlord against the Assignee
         the Assignor shall be a principal debtor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Assignor's liability shall not be discharged by any act or thing by
         which it would not have been discharged if the Assignor had been a
         principal debtor;

1.4      the Assignor shall pay all charges (on a full indemnity basis)
         reasonably incurred by the Landlord in enforcing the Assignor's
         obligations under this deed.

2.       The Landlord agreed with the Assignor that it will notify the Assignor
         in writing within ten working days of receiving notice that the Lease
         is no longer vested in the Assignee.

                                      45
<PAGE>

THE COMMON SEAL of SUN LIFE               )
PENSIONS MANAGEMENT LIMITED               )
was hereunto affixed in the presence of:  )



[SEAL]

                                      46
<PAGE>

                            A SCHEDULE OF CONDITION
                            -----------------------

                  UNIT B8, BEECH HOUSE, MELBOURN SCIENCE PARK
                  -------------------------------------------

Note:
-----

1.       Where no reference or comment, the item concerned is to be assumed in
         sound condition consistent with its age and the general construction
         and condition of the building.

2.       This Schedule has been prepared by Mr D.T. Ward FRICS based on
         inspection of the accommodation on 10th February 1997 at which time the
         Unit was occupied by Wavedriver. It will not record any damage caused
         or suffered between the date of inspection and commencement of the
         Lease.

3.       The purpose of this Schedule is to record the condition of the premises
         at the commencement of the Lease so far as that Condition is relevant
         to performance of the Tenant's repairing etc covenants in the Lease.

4.       No tests have been applied to service installations or equipment.


                                 GROUND FLOOR
                                 ------------

Walls
-----

Hairline vertical cracks beneath main window on courtyard elevation and
generally above windows running up into corner of sloping soffits on single
storey extension wall.

Plaster holed and marked in places where fixings made and removed.

Decorations
-----------

Generally lightly rubbed and soiled.

Skirtings
---------

Plastic coated metal conduit skirtings in most walls. No skirting otherwise.

Floor
-----

Blue grey fitted cord carpet. Generally worn and faded where exposed. Some
carpet joints show. Spot staining in places.

                                      47
<PAGE>

Doors
-----

Surfaces lightly rub marked.

Windows
-------

UPVC surfaces need cleaning.

Partitions
----------

The semi-demountable partitioning to the corner office is in sound contribution
but surfaces are rub marked externally.

Boiler Room
-----------

Cracks visible in corners of brickwork and blockwork.

Kitchen
-------

Ceiling - 2 tiles water marked.

Walls - surfaces lightly rubbed generally but heavily at low level opposite
sink.

Wall tiles - grout slightly marked.

Worktops - lightly marked.

Cupboards - interior surfaces need cleaning.

WC's
----

Ceilings - 1 tile missing in Gents.

Horizontal hairline crack on wall plaster in Gents.

Decorations - light marking generally.

Wall tiling - grout soiled over handbasins.

Hall
----

Ceiling - 6 no. tiles slightly misplaced.

Decorations - slightly rubbed.

                                      48
<PAGE>

Doors - slightly marked. Finger plate missing to front entrance door one side.

Floor - plastic tiles lightly scuffed and need cleaning.

Stairs/Landing
--------------

Stairs - plastic tile treads and nosings need cleaning.

Walls - hairline cracks at margin and old hairline cracks around Landing window
just visible.

Doors - lightly rubbed.

                                  FIRST FLOOR
                                  -----------

Ceiling
-------

Hairline cracks around light fittings in corridor.

Walls
-----

Extensive hairline cracking on window wall in corridor.

Hairline cracks in panel over wall to small meeting room in corridor.

Hairline cracks and some loose plaster in main conference room.

Ditto in recess to courtyard window in conference room and loose plaster on face
of main wall here.

Cracking at ceiling margins in conference room.

Internal partition walls in middle meeting room marked where display boards
fixed.

Hairline crack in the wall over window in middle meeting room.

Skirtings
---------
Stained pine skirtings in conference and meeting room except where plastic
casted metal conduit skirting fitted.

Floor
-----

Blue grey fitted cord carpet. Generally worn and faded where exposed. Some spot
marks.

                                      49
<PAGE>

Doors
-----

Lightly rubbed in corridor and generally.

Windows
-------

UPVC surfaces need cleaning.

Partitions
----------

The partitions forming the main conference room, middle meeting room and small
meeting room are of permanent type, apparently formed in timber studwork with
plastered finishes. They are in sound general condition and incorporate some
lights with verticle blinds.

Miscellaneous
-------------

Note: Access to the small meeting room was not possible. It is assumed that its
condition is generally the same as that of the middle meeting room.


                                  EXTERNALLY
                                  ----------

Windows
-------

UPVC frames and sills need cleaning off.

Walls
-----

Salt marked in places.

Roofs
-----

Lower section of roof stained by leaking overflow.

Signed: ....................................... D.T. WARD FRICS
         for the Tenant

Signed:........................................ S.J. DAZELEY B.Sc. ARICS
         for the Landlord

                                      50
<PAGE>

                           [D J FREEMAN LETTERHEAD]



A D Whiting Esq                                              Your Ref ADW/JC/CAT
Hawkins Russell Jones
DX No.  100701 HATFIELD                                  Our Ref  JMH/104930/NM1

                                                                   30 April 1997


Dear Mr. Whiting

Unit B6 B8 and Ground Floor B9 Melbourn Science Business Park

Thank you for your letter of 28 April. I enclose the original lease relating to
Unit B2 for you to have stamped.

In response to your letter of 22 April, I would comment as follows:

1.       The paragraph in the schedule of condition which relates to the floor
         covering on the ground floor will not be incorporated due to your
         clients fitting a new vinyl floor covering on the ground floor.

2.       It is accepted that there will be fair wear and tear to the flooring
         and therefore your clients repairing obligations in relation to this
         flooring will be qualified accordingly.

Can you confirm that we can complete the leases on this basis, attaching a copy
of this letter to each of them.

I look forward to hearing from you.

Yours sincerely


Julia Hannam

                                      51