<PAGE>
                                                                   Exhibit 10.7

                        DATED                     2003

                        (1)   BAE SYSTEMS MARINE LIMITED

                        (2)   BAM ENTERTAINMENT LIMITED




                             ----------------------

                                      LEASE

                             ----------------------




           Relying to Office on the Second floor Upper Borough Court,
                               Barton Court, Bath




                                    EVERSHEDS


                                  Senator House
                            85 Queen Victoria Street
                                 London EC4V 4JL
                               Tel: 020 7919 4500
                               Fax: 020 7919 4919


                                       1
<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                       PAGE
<S>                                                                          <C>
1.    DEFINED TERMS AND INTERPRETATION ...................................     1
   1.3.     Completion of Consents .......................................     4
   1.4.     Third Parties ................................................     4
   1.5.     Consents .....................................................     4
   1.6.     Superior Landlord ............................................     5
   1.7.     Rights and reservations ......................................     5
   1.8.     Lessee's Covenants ...........................................     5
   1.9.     Effect of this Lease .........................................     5
2.    DEMISE, TERM AND RENT ..............................................     5
   2.1.     Rent .........................................................     6
   2.2.     Insurance Rent ...............................................     6
   2.3.     Service Rent .................................................     6
   2.4.     Service Charge ...............................................     6
   2.5.     Additional Rents .............................................     6
3.    LESSEE'S COVENANTS .................................................     7
   3.1.     Payment of Rent ..............................................     7
   3.2.     Outgoings ....................................................     7
   3.3.     Repair .......................................................     7
   3.4.     Statutory Compliance .........................................     8
   3.5.     Common Parts Expenditure .....................................     8
   3.6.     Yielding Up ..................................................     9
   3.7.     Re-Entry .....................................................     9
   3.8.     Landlord's Right to Carry Out Works ..........................    10
   3.9.     Costs ........................................................    10
   3.10.       User ......................................................    10
   3.11.       Alterations ...............................................    11
   3.12.       Signage ...................................................    12
   3.13.       Television and other works ................................    12
   3.14.       Planning ..................................................    12
   3.15.       Provision of Notices to Lessor ............................    12
   3.16.       Dangerous Substances ......................................    13
   3.17.       Re-betting ................................................    13
   3.18.       Refuse ....................................................    13
   3.19.       Alienation ................................................    14
   3.20.       Plate Glass ...............................................    15
   3.21.       Easements and encroachments ...............................    15
   3.22.       Cost of consents ..........................................    16
   3.23.       Superior Lease ............................................    16
4.    LESSOR'S COVENANTS .................................................    16
   4.1.     Pay rents ....................................................    16
   4.2.     Superior Lease ...............................................    16
</TABLE>


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<TABLE>
<S>                                                                          <C>
   4.3.     Lessor's insurance ...........................................    16
   4.4.     Insurance rent ...............................................    17
   4.5.     Superior Landlord's issuance .................................    17
5.    PROVISOS ...........................................................    17
   5.1.     Interest .....................................................    18
   5.2.     Forfeiture ...................................................    18
   5.3.     Rent cesser ..................................................    19
   5.4.     Court Order ..................................................    20
6.    RENT REVIEW ........................................................    20
7.    NOTICES ............................................................    20
8.    VALUE ADDED TAX ....................................................    21
Schedules
</TABLE>


                                       ii
<PAGE>
THIS LEASE made the __day of __________________, 20__

BETWEEN

(1)      BAE SYSTEMS MARINE LIMITED (CRN:00229770) whose registered office is at
         Warwick House, PO Box 87, Farnborough Aerospace Centre, Farnborough,
         Hampshire, GU14 6YU (hereinafter called "the Lessor")

(2)      BAM ENTERTAINMENT LIMITED (CRN:4112030) whose registered office is at
         3rd Floor, Upper Borough Court, Upper Borough Walls, Bath (hereinafter
         called "the Lessee")

WITNESSETH as follows:

1.       DEFINED TERMS AND INTERPRETATION

         1.1.     IN THESE PRESENTS WHERE THE CONTEXT SO ADMITS THE FOLLOWING
                  EXPRESSIONS SHALL HAVE THE FOLLOWING MEANINGS:

            "ADDITIONAL RENTS"                a fair and proper proportion, to
                                              be determined by the Lessor acting
                                              reasonably, of all sums reserved
                                              as rent under the Superior Lease
                                              excluding the Head Rent

            "ADJOINING OR NEIGHBOURING        includes the Building other than
            PREMISES"                         the Premises

            "THE COMMON PARTS"                means any entrances entrance halls
                                              lifts (including lift shafts)
                                              stairs passageways landings
                                              lavatory accommodation and other
                                              parts of the Building available or
                                              intended to be available for use
                                              in common by two or more of the
                                              Lessor's or Superior Landlord's
                                              lessees of the Building

            "CONDUCTING MEDIA"                means tanks pipes wires cables
                                              meters drains sewers gutters and
                                              other things of a like nature for
                                              the passage of electricity gas
                                              water soil and other services

            "THE COURT ORDER"                 An Order of the Mayor's and City
                                              of London Court made under section
                                              38(4) of the Landlord and Tenant
                                              Act 1954as amended dated under
                                              Claim Number

            "HEAD RENT"                       the yearly rent from time to time
                                              payable under the Superior Lease


                                       1
<PAGE>


            "THE INSURANCE RENT"              means 36% of the insurance rent
                                              reserved by CLAUSE 2.1 hereof in
                                              the Superior Leases and described
                                              in more detail in the Superior
                                              Lease

            "THE INSURED RISKS"               means fire (including lightning
                                              and thunderbolt) explosion
                                              aircraft impact storm burst pipes
                                              and such further or other risks or
                                              perils (if any) as the Superior
                                              Landlord Lessor may from time to
                                              tune deem it prudent to insure and
                                              have insured the Premises (with or
                                              without other premises) against

            "THE LANDLORD'S PREMISES"         Those premises let to the Landlord
                                              under the Superior Lease known as
                                              Second Floor, Upper Borough Court,
                                              Barton Court, Bath

            "THE LESSOR"                      includes the person or persons for
                                              the time being entitled to the
                                              reversion immediately expectant on
                                              the Term

            "THE LESSEE"                      includes the successors in title
                                              and assigns of the Lessee

            "THE PLANNING ACTS"               means and include the Town and
                                              Country Planning Acts 1962 to 1977

            "THE PREMISES"                    means ALL THOSE the premises
                                              situate on the second floor and
                                              being part of the Building at 1/9
                                              New Bond Street and 1/9 Upper
                                              Borough Walls Bath (hereinafter
                                              called "the BUILDING") as the same
                                              are shown hatched in blue on the
                                              plan attached hereto including the
                                              interior faces and surfaces of the
                                              floors walls and ceilings thereof
                                              and the interior and exterior of
                                              window frames the window glazing
                                              the door frames and the doors (so
                                              far as such floors do not form
                                              part of the Structure or the
                                              Common Parts) together with the
                                              appurtenances the buildings and
                                              other structures and landlord's
                                              fixtures and fittings from time to
                                              time thereof thereon or therein
                                              and any each and every part
                                              thereof respectively and including
                                              all alterations,


                                       2
<PAGE>


                                              additions and improvements made to
                                              them whether before the date of
                                              this Lease or during the Term

            "THE RENT"                        means the rent reserved by CLAUSE
                                              2.1 hereof at the rate from time
                                              to time payable hereunder as
                                              therein and in CLAUSE 6 hereof
                                              provided

            "THE SERVICE CHARGE"              Means 36% service charge rent
                                              RESERVED BY CLAUSE 2.4 HEREOF in
                                              the Superior Lease and described
                                              in more detail in the Superior
                                              Lease

            "THE SERVICE RENT"                Means 36% the service rent
                                              reserved by CLAUSE 2.3 hereof in
                                              the Superior Leases and described
                                              in more detail in the Superior
                                              Lease

            "THE STRUCTURE"                   means the exterior and main
                                              structure of the Building
                                              including the foundations roofs
                                              main walls joists beams timbers
                                              the ceilings and floors thereof
                                              but excluding any false ceilings
                                              all internal plaster and other
                                              finishes of walls or ceilings
                                              (save where internal any Common
                                              Parts) and any floorboards and
                                              floor coverings all window frames
                                              the window glazing the door frames
                                              and doors (both internal and
                                              external)

         1.2.     Reference (whether general or specific) to any act of
                  Parliament means such Act of Parliament as for the time being
                  amended modified or replaced by statute and includes all
                  Orders Directions and Regulations for the time being in force
                  made or issued thereunder

                  1.2.1    Words importing the masculine gender shall include
                           the feminine gender and vice versa and words
                           importing the singular shall include the plural and
                           vice versa and words importing persons and all
                           references to persons shall include companies
                           corporations and firms and vice versa

                  1.2.2    if at any time two or more persons are including in
                           the expression on "the Lessee" then covenants herein
                           contained or implied by or on the part of the Lessee
                           shall be deemed to be and shall be construed as
                           covenants entered into by and binding on such persons
                           jointly and severally


                                       3
<PAGE>


            "SUPERIOR LANDLORD"               the landlord of the Superior
                                              Lease, successors in title as
                                              landlord of Lease from time to
                                              time

            "SUPERIOR LANDLORD'S              the obligations, conditions `and
            COVENANTS"                        covenants in he Superior Lease to
                                              be complied with by the Superior
                                              Landlord

            "THE SUPERIOR LEASE"              a lease dated 2 February 1984 and
                                              made between Haslemere Estates
                                              Public Limited Company (1) and
                                              Warship Design Services Limited
                                              (2) and includes all deeds and
                                              documents varying or supplemental
                                              or ancillary to that Lease

            "SUPERIOR TENANT'S COVENANTS"     the obligations, conditions and
                                              covenants in the Superior Lease to
                                              be complied with by the tenant of
                                              the Superior Lease from time to
                                              time

            "THE TERM"                        means the term commencing on and
                                              including the up to an including
                                              25 September 2008

         1.3.     COMPLETION OF CONSENTS

                  Where the consent of the Landlord is required for any
                  assignment, underletting, change of use or alterations, that
                  consent may be given only by the completion of a license
                  executed as a deed containing the terms of the consent agreed
                  between the parties unless the Landlord elects in writing to
                  waive this requirement.

         1.4.     THIRD PARTIES

                  The parties to this Lease do not intend that any of its terms
                  will be enforceable by virtue of the Contracts (Rights of
                  Third Parties) Act 1999 by any person not a party to it.

         1.5.     CONSENTS

                  Without prejudice to the terms of this Lease, where the
                  consent or approval of the Lessor is required to any act or
                  thing:

                  1.5.1    it will be a condition precedent to the grant of that
                           consent or approval that, if required under the
                           Superior Lease, the consent or approval of Superior
                           Landlord is first obtained; and


                                       4
<PAGE>


                  1.5.2    where the Lessor is under an obligation under this
                           Lease not unreasonably to withhold or delay its
                           consent or approval, the Lessor is, at the cost of
                           the Lessee on a full indemnity basis, to apply for
                           and use all reasonable endeavors to obtain the
                           consent or approval of the Superior Landlord where
                           this is required under the Superior Lease.

         1.6.     SUPERIOR LANDLORD

                  References, however expressed, in this Lease:

                  1.6.1    to any matter which is required to be carried out to
                           the satisfaction or with the approval of the Lessor
                           are to be read as including a requirement that the
                           matter is also to be carried out to the satisfaction
                           or with the approval of the Superior Landlord where
                           this is required under the Superior Lease;

                  1.6.2    to an obligation on the Lessee to pay any costs, fees
                           and expenses incurred by the Lessor in relation to
                           any matter are to be read as including an obligation
                           also to pay all costs, fees and expenses incurred in
                           respect of that matter by the Superior Landlord; and

                  1.6.3    to any indemnity given to the Lessor are to be read
                           as including a separate indemnity to the Superior
                           Landlord.

         1.7.     RIGHTS AND RESERVATIONS

                  Rights of entry and other rights reserved to the Lessor under
                  this Lease may also be exercised by the Superior Landlord and
                  any persons authorized by the Superior Landlord under the
                  Superior Lease.

         1.8.     LESSEE'S COVENANTS

                  Any covenant in this Lease by the Lessee not to do any act
                  matter or thing to the prejudice of or adversely to affect the
                  Lessor is to be read as including an obligation not to do any
                  such act matter or thing to the prejudice of or adversely to
                  affect any Superior Landlord.

         1.9.     EFFECT OF THIS LEASE

                  Nothing in this Lease imposes any obligation on the Superior
                  Landlord to act reasonably in granting any consent or approval
                  or expressing its opinion as to whether any act of the Lessee
                  has been carried out to its satisfaction.

2.       DEMISE, TERM AND RENT

         The Lessor HEREBY DEMISES unto the Lessee ALL THOSE the Premises
         TOGETHER with the particular rights set forth in the FIRST SCHEDULE
         hereto so far as the Lessor has power to grant the same BUT EXCEPT AND
         RESERVED AND SUBJECT to the particular rights and matters set forth in
         the SECOND SCHEDULE hereto

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<PAGE>

         AND SUBJECT ALSO to such other rights easements quasieasements and
         privileges as are enjoyed by any adjoining or neighbouring premises in
         any manner affecting the Premises TO HOLD the Premises unto the Lessee
         (together with but except and reserved and subject as aforesaid) for
         the Term (subject to earlier determination as hereinafter provided)
         YIELDING AND PAYING therefor unto the Lessor during the Term and so in
         proportion for any less time than a year without any deductions
         therefrom whatsoever (except only such (if any) as may from time to
         time be required by or under any Act of Parliament) the following rents
         namely:-

         2.1.     RENT

                  The yearly rent of Forty seven thousand two hundred and fifty
                  pounds (L47,250) and such rent or such higher yearly rent as
                  may become payable pursuant to review under CLAUSE 6 hereof by
                  equal quarterly payments in advance on the four usual quarter
                  days in each year of, which the first payment (being the due
                  proportion for the period from the 1st day of November 2002
                  and ending on the usual quarter day hereafter) shall be paid
                  on or before the date hereof and

         2.2.     INSURANCE RENT

                  Throughout the Term sums equal to a just proportion fairly
                  attributable to the Premises of the total amounts which the
                  Superior Landlord shall from time to time expend by way o f
                  premium (including the whole of any increase in the premium
                  from time to time as a result of or arising out of the manner
                  or the purposes in or for which the P remises are kept used
                  and occupied) in effecting and maintaining the several
                  insurances referred to in CLAUSE 4.1 hereof each such sum to
                  be paid on the usual quarter day immediately following demand
                  and in the event of any dispute as to any such sum the same
                  shall be determined by the Superior Landlord's surveyor
                  (acting as an independent expert and not as an arbitrator)
                  whose determination shall be final and binding on the parties

         2.3.     SERVICE RENT

                  Throughout the Term the sums equal to a just proportion fairly
                  attributable to the Premises of the costs and expenses from
                  time to time incurred or to be incurred by the Superior Lessor
                  in providing the items and thugs specified in PART I of the
                  THIRD SCHEDULE of the Superior Lease

         2.4.     SERVICE CHARGE

                  Throughout the Term the Service Charge defined in PART II of
                  the THIRD SCHEDULE of the Superior Lease at the times and in
                  manner therein specified

         2.5.     ADDITIONAL RENTS

                  Throughout the Term the Additional Rents from and including
                  the date of this Lease or, if earlier, the date on which the
                  Lessee first took occupation of the Premises, to be paid on
                  demand


                                       6
<PAGE>
3.       LESSEE'S COVENANTS

         The Lessee to the intent that the obligations hereby created shall
         continue throughout the whole of the Term HEREBY COVENANTS with the
         Lessor as follows:-

         3.1.     PAYMENT OF RENT

                  To pay the Rent and Insurance Rent the Service Rent, the
                  Service Charge and the Additional Rents at the times and in
                  the manner aforesaid

         3.2.     OUTGOINGS

                  To pay and keep the Lessor fully indemnified from and against
                  all liability for all general and other rates of whatever
                  nature or kind and all taxes charges duties levies assessments
                  impositions and outgoings whatever (whether parliamentary
                  parochial local or of any other description) which are now or
                  may become rated taxed charged levied assessed or imposed upon
                  the Premises or the owner landlord tenant or occupier thereof
                  and whether or not required to be paid by the Lessee himself

         3.3.     REPAIR

                  (Damage by the Insured Risks always excepted unless the policy
                  or policies of insurance effected by the Lessor or Superior
                  Landlord against them shall be rendered void or payment of the
                  insurance moneys thereunder be refused in whole or in part by
                  reason of or arising out of any act omission neglect or
                  default by the Lessee or other person under the control of the
                  Lessee and to keep the Premises and Conducting Media forming
                  part of and serving the Premises ill good and substantial
                  repair and well and substantially amended renewed maintained
                  supported and upheld and in good decorative and clean
                  condition with the glass therein (both inside and outside)
                  together with any external or projecting signs cleaned at
                  least once a month and with any lifts central heating air
                  conditioning ventilation and hot water boilers apparatus and
                  installations and sanitary and water apparatus for the time
                  being of and exclusively serving the Premises in good and
                  substantial repair and clean condition and at all times in
                  good and safe working condition and (without prejudice to the
                  generality of the foregoing obligations of the Lessee):-

                  3.3.1    In a good and workmanlike manner and to the
                           reasonable satisfaction of the Lessor

                           3.3.1.1  in the year 2006 to paint with at least two
                                    coats of good quality paint in colors of the
                                    Lessee's own choice and

                           3.3.1.2  in the last three months of the Term
                                    (however and whenever it may terminate) to
                                    paint with at least two coats of good
                                    quality paint in colors first approved by
                                    the Lessor


                                       7
<PAGE>


                           all interior parts of the Premises together with the
                           exterior of the window frames door frames and doors
                           which have previously been or ought to be painted and
                           grain varnish paper or otherwise suitably decorate or
                           treat with good quality materials as circumstances
                           may require all parts of the interior of the Premises
                           which have previously been or ought to be so dealt
                           with

                  3.3.2    To enter into contracts for the periodic and regular
                           inspection servicing and maintenance of any such
                           lights central heating air conditioning ventilation
                           and hot water boilers apparatus and installations and
                           sanitary, and water apparatus by Contractors first
                           approved in writing by the Lessor (such approval not
                           to be unreasonably withheld) and thereafter keep the
                           same on foot and observe and perform the Lessee's
                           obligations thereunder and produce to the Lessor on
                           demand from time to time such contracts and evidence
                           that any payments due from the Lessee thereunder are
                           fully paid up to date

         3.4.     STATUTORY COMPLIANCE

                  To observe and perform to the extent that the Lessee is
                  entitled so to do all requirements of any Act of Parliament
                  local act or bye-law and notices issued thereunder or by any
                  public local or other competent authority (whether or not
                  required of the Lessee himself) in any way affecting the
                  Premises or any thing in or any activity carried on by persons
                  resorting to or working , or employed at the Premises or the
                  use and occupation thereof within the time limited by law or
                  the notice requiring the same (or if time is not so limited
                  then within a reasonable time) to the reasonable satisfaction
                  of the Lessor and to indemnify and keep the Lessor fully
                  indemnified against all such requirements and all actions
                  proceedings costs claims demands expenses and liability
                  whatever arising out of or in connection with non-observance
                  or non-performance thereof

         3.5.     COMMON PARTS EXPENDITURE

                  On receipt of a written demand from or on behalf of the Lessor
                  forthwith to pay a just proportion fairly attributable to the
                  Premises of all expenses of making maintaining upholding
                  repairing rebuilding renewing scouring and cleansing any party
                  walls fences gates and railings and any roads paths ways yards
                  external means of escape in case of fire or other emergency
                  and Conducting Media which are available for enjoyment and use
                  by the occupiers of the Premises jointly with. the occupiers
                  of any adjoining or neighbouring premises such proportion if
                  in dispute to be determined by the Superior Landlord's
                  Surveyor (acting as independent expert and not as an
                  arbitrator) whose determination shall be final and binding
                  upon the parties


                                       8
<PAGE>


         3.6.     YIELDING UP

                  3.6.1    Quietly to surrender and yield up the Premises to the
                           Lessor or as the Lessor may direct at the end or
                           sooner determination of the Term in a state and
                           condition in all respects in accordance with the
                           Lessee's covenants herein contained

                  3.6.2    Before the expiration or sooner determination of this
                           Lease to remove from the Premises all goods refuse
                           litter and other things not the property of the
                           Lessor or Superior Landlord and to leave the Premises
                           in a clean and tidy condition it being agreed that
                           the Lessor or Superior Landlord may sell or otherwise
                           dispose of any such thing not removed by the Lessee
                           without giving notice thereof to the Lessee and may
                           retain the proceeds of any such sale in reimbursement
                           of his time trouble and expense in connection
                           therewith and that the Lessee will further reimburse
                           the Lessor for all the expenses so incurred in
                           rendering the Premises clean and tidy so far as they
                           are not covered by the proceeds of any such sale

         3.7.     RE-ENTRY

                  3.7.1    To permit the Superior Landlord, the Lessor and
                           others authorized by the Lessor after at least three
                           working days' prior notice (except ill an emergency
                           when no notice need be given) to enter upon the
                           Premises to view and inspect the Premises and
                           ascertain how the same are being used and occupied
                           and the state and condition thereof and to take
                           schedules o f all landlord's fixtures and fittings
                           and to estimate the current value of the Premises for
                           insurance mortgage or other purposes

                  3.7.2    Whenever on any such inspection anything is found
                           which constitutes a breach non-performance or
                           non-observance of the Lessee's covenants herein
                           contained and of which the Lessor gives notice to the
                           Lessee to commence to remedy and make good the same
                           within one month of the date of such notice (or
                           sooner if necessary) and thereafter proceed
                           diligently with the requisite Works but if the Lessee
                           shall fail so to do to permit the Lessor if it so
                           desires (the Lessor being under no obligation so to
                           do) without prejudice to the Lessor's right of
                           re-entry hereinafter contained or any other right or
                           remedy of the Lessor to enter upon the Premises With
                           contractors workmen and others and all necessary
                           equipment tools and materials and to execute or
                           complete such works and to pay to the Lessor on
                           written demand either during or on completion of such
                           works as the Lessor may require the costs and
                           expenses thereby incurred by the Lessor together with
                           all Solicitors' Surveyors' and other professional
                           fees and expenses incurred by the lessor in relation
                           to such works


                                       9
<PAGE>


         3.8.     LANDLORD'S RIGHT TO CARRY OUT WORKS

                  To permit the Superior Landlord, the Lessor and others
                  authorized by the Lessor and the tenants owners or occupiers
                  from time to time of any adjoining or neighbouring premises
                  and their respective agents and contractors to enter upon the
                  Premises with workmen and others and all necessary equipment
                  tools and materials after at least seven days' prior notice
                  (except in an emergency when no prior notice need be given) in
                  order to carry out repairs alterations additions decorations
                  or any other works to or of any adjoining or neighbouring
                  premises which cannot reasonably be carried out without entry
                  on to the Premises PROVIDED ALWAYS that the persons so
                  entering shall cause thereby as little inconvenience as
                  possible to the Lessee or other the occupiers of the Premises
                  and shall with the minimum of delay make good all damage
                  thereby caused to the Premises

         3.9.     COSTS

                  To pay all proper costs charges and expenses (including
                  Solicitors' costs and Architects' and Surveyors' fees) payable
                  by the Lessor for the purposes of and incidental to the
                  preparation service and enforcement (whether by proceedings or
                  otherwise) of:-

                  3.9.1    Any notice under Sections 146 or 147 of the Law of
                           Property Act 1925 requiring the Lessee to remedy a
                           breach of any of the Lessee's obligations hereunder
                           notwithstanding forfeiture for any such breach shall
                           be avoided otherwise than by relief granted by the
                           Court

                  3.9.2    Any notice to repair and/or schedule of dilapidations
                           accrued at or prior to the end or sooner
                           determination of the Term whether or not served
                           during the Term

         3.10.    USER

                  3.10.1   The Premises shall be kept used and occupied only as
                           high class business commercial or professional
                           offices (but not as diplomatic offices or as a
                           betting office or bookmaker's office) and not in any
                           other manner or for any other purpose or for any
                           immoral or unlawful purpose or for any sale or
                           auction PROVIDED ALWAYS and it is hereby agreed and
                           acknowledged by the Lessee that notwithstanding the
                           foregoing provisions as to user the Lessor does not
                           thereby make or give and has not at any time made or
                           given to the Lessee or to any person on behalf of the
                           Lessee any representation or warranty that such use
                           or any other use of the Presses is or may become or
                           remain the permitted use thereof under the planning
                           Acts and that notwithstanding such use may not now or
                           at any time hereafter be such permitted use as
                           aforesaid the Lessee shall not be entitled to any
                           relief or compensation whatsoever in respect thereof
                           from the Lessor


                                       10
<PAGE>
                  3.10.2   Neither the Lessee nor any person under the control
                           of the Lessee shall overload any floor of the
                           Premises or pass or leave anything of a harmful
                           nature through or in the basins or water-closets of
                           or any Conducting Media in or serving the Premises
                           (whether exclusively or jointly with other premises)
                           or the Common Parts or do anything at the Premises or
                           the Common parts which shall be or may become a
                           nuisance (whether indictable or not) or which shall
                           cause any damage or disturbance to the Lessor o r
                           Superior Landlord or the owners tenants or occupiers
                           from time to time of any adjoining or neighbouring
                           premises

         3.11.    ALTERATIONS

                  3.11.1   There shall be no reconstruction or rebuilding or
                           carrying out of any structural alterations additions
                           or other works (whether external or internal) of or
                           to the Premises nor any cutting maiming or injuring
                           of the foundations roofs main walls joists beams
                           timbers ceilings and floors of or to the Premises nor
                           any erecting of any new buildings or erections
                           thereon

                  3.11.2   Any non-structural internal alteration addition or
                           other works of or to the Premises shall be carried
                           out only after there has first been obtained the
                           written consent thereto of the Lessor and Superior
                           Landlord and all necessary approvals consents
                           licenses permits or permissions of any competent
                           authority body or person therefor and then only
                           strictly in accordance with the terms and conditions
                           thereof and such drawings and specifications of the
                           relevant alteration addition or other works as the
                           Lessor and Superior Landlord shall require and
                           previously have approved in writing PROVIDED THAT the
                           Lessee shall be entitled t o carry out the erection
                           and removal of internal non-structural demountable
                           partitioning without the aforesaid consents but
                           provided further that the Lessee shall forthwith make
                           good any damage caused to the Premises or the
                           fixtures and fittings therein in such erection or
                           removal and shall if required by the Lessor remove
                           the partitioning at the end of the Term

                  3.11.3   To permit the Superior Landlord, the Lessor and
                           others authorized by the Lessor after at least three
                           working days prior notice to enter upon the Premises
                           at reasonable hours during the daytime for the
                           purpose of seeing that all alterations additions or
                           other works thereto are being or have been carried
                           out in all respects in conformity with this clause
                           3.11 and immediately upon being required to do so to
                           remove any alteration addition or other works of or
                           to the Premises which do not so conform or in respect
                           of which any such approvals consents licenses permits
                           or permissions of the competent authority body or
                           person has been withdrawn or has lapsed and thereupon
                           make good all damage thereby caused to the premises
                           and restore and reinstate all parts of the Premises
                           affected thereby to the reasonable satisfaction of
                           the Lessor


                                       11
<PAGE>


         3.12.    SIGNAGE

                  No fascia sign name plate bill notice placard advertisement or
                  similar device shall be affixed to or displayed in or on any
                  part of the Premises so as to be visible from the exterior
                  thereof save such as indicate the name of any occupier for the
                  time being and his business and as have (with the positioning
                  thereof) been previously approved by the Superior Landlord and
                  Lessor in writing and when requested in writing by the Lessor
                  immediately to remove at the Lessee's own expense any sign
                  notice announcement or advertisement which is on or is visible
                  from the outside of the Premises and was displayed without the
                  consent of the Landlord and make good any resultant damage

         3.13.    TELEVISION AND OTHER WORKS

                  No television or wireless or other form of mast or aerial nor
                  any flagpole shall be affixed to any part of the exterior of
                  the Premises

         3.14.    PLANNING

                  3.14.1   Without prejudice to the generality of clause 3.4
                           hereof fully to observe and perform all the
                           requirements of the Planning Acts in respect of the
                           Premises or the use thereof and all the requirements
                           of ally approval consent license permit or permission
                           granted thereunder which remain lawfully enforceable
                           and affect the Premises and to indemnify and keep the
                           Lessor fully indemnified from and against all actions
                           proceedings costs claims demands expenses and
                           liability whatsoever arising out of or in connection
                           with any non-observance or non-performance thereof

                  3.14.2   No application shall be made for any approval consent
                           license permit permission certificate or
                           determination under the Planning Acts in respects of
                           the Premises without the prior written consent of the
                           Superior Landlord and the Lessor

                  3.14.3   Unless the lessor shall otherwise direct in writing
                           to carry out to the reasonable satisfaction of the
                           Lessor during the Term (however and whenever it may
                           terminate) all works to the Premises which as a
                           condition of any such approval consent license permit
                           or permission obtained by or on behalf of the Lessee
                           are required to be carried out at the Premises by a
                           date after the end of the Term (however and wherever
                           it may terminate)

         3.15.    PROVISION OF NOTICES TO LESSOR

                  To give the Lessor a copy of every notice of whatsoever nature
                  affecting or likely to affect the Premises made given or
                  issued by or on behalf of the local planning authority or any
                  other authority body or person having lawful jurisdiction
                  within seven days of its receipt by the Lessee and to produce
                  the original thereof to the Lessor on written request and to
                  take all reasonable and necessary steps to comply with every
                  such notice and if so required in writing by or on behalf of
                  the Lessor

                                       12
<PAGE>

                  to make or join with the Lessor and any other persons for the
                  time being interested in the Premises or any adjoining or
                  neighbouring premises affected thereby in making such
                  objections or representations against or in respect of any
                  such notice as aforesaid as the Lessor may reasonably require

         3.16.    DANGEROUS SUBSTANCES

                  3.16.1   Nothing of a noxious dangerous explosive or
                           inflammable nature shall be stored placed or kept or
                           remain on the Premises nor shall any other thing be
                           done in or about the Premises which does or may
                           invalidate or render void or voidable or cause any
                           increased premium to be payable for any policy of
                           insurance maintained by the Lessor in respect of the
                           Premises or any adjoining or neighbouring premises

                  3.16.2   If the Premises or any other premises shall be
                           destroyed or damaged as a result of breach of clause
                           3.16.1 hereof or as a result of any act omission
                           neglect or default by or on the part of the Lessee or
                           any person under the control of the Lessee whereby
                           any policy of insurance maintained by the Lessor is
                           rendered void or payment of the insurance money
                           thereunder is refused in whole or in part to pay to
                           the Lessor on written demand or otherwise make good
                           to the Lessor all loss damage and expense thereby
                           incurred and to indemnify the Lessor against all
                           actions proceedings costs claims demands and
                           liability whatsoever resulting therefrom or arising
                           thereout including the cost of rebuilding reinstating
                           replacing and making good

                  3.16.3   To repay to the Lessor upon written demand as part of
                           the Insurance Rent an amount equal to any such
                           increased premium as may become so payable

         3.17.    RE-LETTING

                  To permit the Lessor during the period of six months
                  immediately preceding the end or sooner determination of the
                  Term (and at any time during the Term in the event of any
                  proposed disposal by the Lessor of its interest in the
                  Premises) to affix and retain on any part of the Premises (but
                  not so as thereby materially to interfere with any trade or
                  business carried on thereat or with reasonable access of light
                  and air thereto) notices and boards relating to any proposed
                  disposal by the Lessor of its interest in the Premises or for
                  reletting or otherwise dealing with the same and to permit all
                  persons with written authority from the Lessor or the Lessor's
                  agents to inspect and view the Premises at reasonable times of
                  the day by previous appointment

         3.18.    REFUSE

                  To keep all used containers refuse scrap and other discarded
                  matter in a suitable receptacle or in an otherwise tidy safe
                  and inoffensive condition and to arrange for its removal at
                  frequent intervals


                                       13
<PAGE>


         3.19.    ALIENATION

                  3.19.1   Save as hereinafter provided not to assign transfer
                           mortgage charge sublet or in any other manner part
                           with possession of part only or the whole of the
                           Premises

                  3.19.2   The Lessee shall not assign or transfer or in any
                           other manner part with possession of the whole of the
                           Premises PROVIDED THAT:-

                           3.19.2.1 In the case of such a proposed assignment or
                                    transfer if before or at the same time as
                                    any such assignment or transfer shall be
                                    effected the proposed assignee or transferee
                                    thereof shall enter into direct covenants
                                    with the Lessor in such form as the Lessor
                                    shall require to pay the Rent and Insurance
                                    Rent and Service Rent and Service Charge and
                                    Additional Rents and to observe and perform
                                    all the covenants and agreements on the part
                                    of the Lessee and the stipulations and
                                    conditions herein contained during the
                                    unexpired residue of the Term and (if the
                                    assignee or transferee shall be a private
                                    limited company or a company limited by
                                    guarantee and the Lessor shall so require)
                                    at least one director or other person
                                    acceptable to the Lessor as guarantor shall
                                    guarantee such direct covenants as well
                                    after as before any disclaimer and also
                                    covenant to take up a new Lease of the
                                    premises for d1e residue of the Term at the
                                    Rent and Insurance Rent and Service Rent and
                                    Service Charge and Additional Rent and
                                    otherwise (mutatis mutandis) in the same
                                    form as these presents if the Lessor shall
                                    so require within 3 months of receipt by the
                                    Lessor of notice of disclaimer of this Lease
                                    by a trustee in bankruptcy or liquidator

                           3.19.2.2 if the Superior Landlord requires it:

                  (i)      the Lessee gives an authorized guarantee agreement to
                           the Superior Landlord under section 16 Landlord and
                           Tenant (Covenants) Act 1995 on such terms as the
                           Superior Landlord may reasonably require to guarantee
                           the obligations of the assignee of this Lease; and

                  (ii)     any guarantor of the Lessee gives the Superior
                           Landlord an independent guarantee of the Lessee's
                           authorized guarantee agreement given pursuant to
                           clause 3.19.2.2(i);

                           3.19.2.3 the assignee gives a direct covenant to the
                                    Superior Landlord to comply with the terms
                                    of this Lease for so long as the assignee
                                    remains liable to do so under the Landlord
                                    and Tenant (Covenants) Act 1995; and


                                       14
<PAGE>


                           3.19.2.4 any guarantor of the assignee gives the
                                    Superior Landlord a guarantee of the
                                    assignee's obligations under this Lease in
                                    such form as the Superior Landlord may
                                    require.

                           THEN subject to the prior written consent (which
                           consent shall not be unreasonably withheld) of the
                           Superior Lessors and the Lessor to such assignment or
                           transfer or subletting of the whole of the Premises
                           the Lessee may effect the same

                  3.19.3   Within 21 days of every assignment or transfer (
                           whether by deed will or otherwise) and every mortgage
                           or charge and every subtenancy of the Premises and
                           upon every other disposition or transmission or
                           devolution of the Premises (including all Orders of
                           Court Probates and Letters of administration) notice
                           thereof shall be given to the Lessor's Solicitors
                           stating the date and short particulars thereof and
                           the names and addresses of every party thereto and at
                           the same time a certified copy of the deed document
                           or instrument creating or evidencing the same shall
                           be produced (showing the said document to have been
                           properly stamped if required to be stamped) to the
                           Lessor's Solicitors for registration (with a her copy
                           thereof for retention by the Lessor) together with
                           the Lessor's and the Superior Lessors' Solicitors'
                           reasonable fee for such registration]

         3.20.    PLATE GLASS

                  To insure and keep insured the plate glass windows of the
                  Premises against all usual risks in the full replacement value
                  thereof in an insurance office of repute and to pay all
                  premiums necessary for the above purpose within seven days
                  aver the same shall become due and payable AND to produce to
                  the Lessor or its agents on demand the policy or policies of
                  such insurance and the receipt for each such payment and to
                  cause all moneys received by virtue of such insurance to be
                  forthwith laid out in reinstating the said windows and to make
                  up airy deficiency out of its own moneys PROVIDED ALWAYS that
                  if the Lessee shall at any time fail to keep such insurance on
                  foot the Lessor may do all things necessary to effect and
                  maintain such insurance and any moneys expended by the lessor
                  for that purpose shall be recoverable from the Lessee on
                  demand PROVIDED FURTHER that the foregoing requirements shall
                  be in addition to and without prejudice to the repairing
                  obligations on the part of the Lessee hereinbefore contained

         3.21.    EASEMENTS AND ENCROACHMENTS

                  3.21.1   Neither the Lessee shall effect authorize or permit
                           any encroachment upon or acquisition of any right
                           easement quasi-right quasi-easement or privilege
                           adversely affecting the Premises or any closing or
                           obstruction of the access of light or air to any
                           windows or openings of the Premises nor shall the
                           Lessee give any acknowledgment to any third party
                           that the enjoyment of access of light or air thereto
                           is by the consent of such third

                                       15
<PAGE>

                           party or give any consideration to any third party or
                           enter into any agreement with any third party for the
                           purpose of inducing or binding such third party to
                           abstain from obstructing the access of light or air
                           thereto

                  3.21.2   If any such encroachment or acquisition or closing or
                           obstruction shall be threatened or attempted to give
                           notice thereof to the Lessor as soon as the same
                           comes to the knowledge of the Lessee and upon request
                           by the Lessor to take immediate steps (in conjunction
                           with the Lessor and other interested persons if the
                           Lessor shall so require) and to adopt all such lawful
                           means and do all such lawful things as the Lessor may
                           reasonably deem appropriate for preventing any such
                           encroachment or acquisition

         3.22.    COST OF CONSENTS

                  To pay all costs and expenses (including Surveyors' fees and
                  Solicitors' charges and all stamp duties and other
                  disbursements) incurred or payable by the Lessor in respect of
                  every application to the Superior Lessor and Lessor for any
                  consent or approval hereunder whether or not such consent or
                  approval is grated or refused or the application for same is
                  withdrawn

         3.23.    SUPERIOR LEASE

                  The Lessee is to comply with the Superior Tenant's Covenants
                  so far as they are applicable to the letting of the Premises
                  and are not the responsibility of the Lessor under this Lease

4.       LESSOR'S COVENANTS

         The Lessor HEREBY COVENANTS with the Lessee as follows:-

         4.1.     PAY RENTS

                  pay the rents reserved by the Superior Lease; and

         4.2.     SUPERIOR LEASE

                  at the request and cost of the Lessee on a full indemnity
                  basis, including reasonable security for costs paid in
                  advance, use all reasonable endeavors to procure that the
                  Superior Landlord complies with the Superior Landlord's
                  Covenants.

         4.3.     LESSOR'S INSURANCE

                  The Lessor may insure in an insurance office of good repute
                  and through such agency as the Lessor may from time to time
                  determine or through underwriters at Lloyd's:


                                       16
<PAGE>


                  4.3.1    three years' loss of yearly rents receivable in
                           respect of the Premises to the extent that they
                           exceed the Head Rent, taking into account the
                           Lessor's reasonable estimate of any increase in the
                           yearly rents on any rent review; and

                  4.3.2    its public liability and employer's liability in
                           respect of the premises.

         4.4.     INSURANCE RENT

                  The Lessee is to pay to the Lessor on demand as additional
                  rent a fair and proper proportion, to be determined by the
                  Lessor acting reasonably, of the costs incurred by the Lessor
                  if it puts in place any policy or policies of insurance under
                  clause 4.3.

         4.5.     SUPERIOR LANDLORD'S ISSUANCE

                  If the Superior Landlord does not insure the Premises in
                  accordance with the terms of the Superior Lease or the Lessor
                  wishes to insure additional risks not insured by the Superior
                  Landlord under the Superior Lease:

                  4.5.1    the Lessor may, but without being under an obligation
                           to do so, insure the Premises on the terms set out in
                           the Superior Lease as if it were the Superior
                           Landlord and insure such additional risks not insured
                           under the Superior Lease as the Lessor may reasonably
                           require in each case subject to such exceptions and
                           excesses imposed by the insurers; and

                  4.5.2    if the Lessor does so:

                           4.5.2.1  the Lessor will seek to ensure that any
                                    policy exclusions and excesses fall within
                                    normal commercial practice in the United
                                    Kingdom insurance market for properties
                                    similar to the Building and in the same area
                                    as the Building; and

                           4.5.2.2  the Lessee is to pay to the Lessor as
                                    additional rent on demand a fair and proper
                                    proportion, to be determined by the Lessor
                                    acting reasonably, of the amount expended by
                                    the Lessor in insuring the Premises together
                                    with any other sums expended by the Lessor
                                    which would have been payable as insurance
                                    rent under the Superior Lease if the
                                    Superior Landlord had complied with its
                                    insurance obligations.

5.       PROVISOS

         PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:


                                       17
<PAGE>


         5.1.     INTEREST

                  Whenever the Rent or Insurance Rent or Service Rent or Service
                  Charge or Additional Rents (whether formally or legally
                  demanded or not) or any other monies which may become payable
                  hereunder by the Lessee to the Lessor or any part thereof
                  shall remain unpaid for 14 days after becoming due and payable
                  then the amount thereof or the balance for the time being
                  unpaid shall (without prejudice to the Lessor's right of
                  re-entry hereinafter contained or any other right or remedy of
                  the Lessor) as from the date for payment thereof or such
                  subsequent date on which it is quantified and until the same
                  is duly paid bear and carry interest thereon (as well after as
                  before any judgment) at the rate of Four per centum per annum
                  above the base rate for the time being of National Westminster
                  Bank plc or such other joint stock bank as the Lessor may from
                  time to time notify the Lessee in writing AND the Lessee
                  accordingly HEREBY COVENANTS with the Lessor that in every
                  such case the Lessee will pay such interest thereon to the
                  Lessor in addition to the Rent Insurance Rent Service Rent
                  Service Charge and Additional Rents and other monies as
                  aforesaid (as well after as before any judgment) at the
                  aforesaid rate

         5.2.     FORFEITURE

                  If the Rent the Insurance Rent the Service Rent the Service
                  Charge or Additional Rents (whether formally or legally
                  demanded or not) or any other conies which may become payable
                  hereunder by the Lessee to the Lessor or any part thereof
                  shall at any time or times remain unpaid for twenty-one days
                  after becoming due and payable or if any of the covenants on
                  the part of the Lessee or any of the agreements stipulations
                  and conditions herein contained and on the Lessee's part to be
                  performed and observed shall not be performed and observed as
                  required hereunder or if the Lessee shall make any composition
                  or arrangement with or assignment for the benefit of the
                  Lessee's creditors or shall suffer any distress or process of
                  execution to be levied on the Lessee's goods or chattels or if
                  the Lessee (being a company) shall go into liquidation or be
                  wound up whether voluntarily or compulsorily (save for
                  purposes of amalgamation or reconstruction without insolvency)
                  or shall have a Receiver appointed or if the Lessee (being an
                  individual) shall be adjudicated bankrupt or commit any act of
                  bankruptcy or if the Lessee by act or omission puts the
                  Superior Lease at risk of being forfeited by the superior
                  Landlord then and in every such case it shall be lawful for
                  the Lessor at any time thereafter to re-enter upon the
                  Premises or any part thereof in the name of the whole and
                  thereupon this demise and the Term and everything herein
                  contained shall immediately cease and determine but without
                  prejudice to any right of action or remedy of the Lessor in
                  respect of the Rent the Insurance Rent the Service went the
                  Service Charge or other monies due or any antecedent breach or
                  non-performance or non-observance of any of the covenants or
                  agreements on the part of the Lessee or the stipulations and
                  conditions herein contained


                                       18
<PAGE>


         5.3.     RENT CESSER

                  If the Building or any material part thereof shall at any time
                  or times be destroyed or damaged by any of the Insured Risks
                  so as to render the Premises it for occupation or use then and
                  in ever such case unless as provided in clause 4.1.1 hereof)
                  the Rent or a fair and just proportion thereof according to
                  the nature and extent of the damage sustained (as agreed
                  between the Lessor and the Lessee in sting within one month of
                  such destruction or damage) shall for a period of two years
                  four the date of such damage or destruction or (if earlier)
                  until the Premises have been rebuilt or reinstated and made
                  fit for occupation and use be suspended and cease to be
                  payable and failing such agreement or in case any dispute
                  shall arise as to the amount of such suspension and/or such
                  period the same shall be referred for determination to an
                  independent Surveyor who shall:-

                  5.3.1    Be a person who has for at least five years prior to
                           his appointment been a fellow of the Royal
                           Institution of Chartered Surveyors and in general
                           practice in and experienced in the assessment of rent
                           for office and shop premises in the general region of
                           Bath and Bristol

                  5.3.2    Be appointed jointly by the Lessor and the Lessee or
                           (if either of them shall neglect for seven days after
                           being requested by the other of them to concur in an
                           appointment) by the President or Vice President for
                           the time being of such Institution on the application
                           of whichever of the Lessor and the Lessee shall first
                           so apply

                  5.3.3    Act as an expert and not as an arbitrator

                  5.3.4    On his appointment serve written notice thereof on
                           the Lessor and the Lessee

                  5.3.5    Consider any written representations by or on behalf
                           of the Lessor or the Lessee which are received by him
                           within 21 days of such service but otherwise have an
                           unfettered discretion to determine the reference to
                           him

                  5.3.6    Serve notice of such determination on the Lessor and
                           the Lessee as soon as he has made it

                  5.3.7    Be paid his proper fee and expenses in connection
                           with such determination by the Lessor and the Lessee
                           in equal shares or such shares as he may determine

                  And any such determination shall be final and binding on the
                  Lessor and the Lessee and the Surety Provided that if and
                  whenever any person so appointed shall die be adjudged
                  bankrupt or become of unsound mind or if both the Lessor and
                  the Lessee shall serve upon such person written notice that in
                  their opinion he has unreasonably delayed making such
                  determination such person shall ipso facto be discharged and
                  be. entitled only t o his reasonable expenses prior to such


                                       19
<PAGE>

                  discharge and another such independent Surveyor shall be
                  appointed to act in his place as aforesaid

         5.4.     COURT ORDER

                  Sections 24 to 28 of the Landlord and Tenant Act 1954 do not
                  apply to this Lease. This Agreement has been authorized by the
                  Court Order.

6.       RENT REVIEW

         IT IS ALSO HEREBY EXPRESSLY AGREED AND DECLARED between the parties
         hereto as follows:-

         6.1.     IN THIS CLAUSE:-

                  "The Review Date" means each of the rent review dates defined
                  in the Superior Lease which fall after the date of this Lease

         6.2.     THE RENT PAYABLE HEREUNDER AS FROM A REVIEW DATE (HEREINAFTER
                  CALLED "THE REVIEWED RENT") SHALL BE INCREASED TO THE GREATER
                  OF

                  6.2.1    the Rent payable under this Lease immediately before
                           the relevant Review Date; or

                  6.2.2    a sum equal to 36% of the Head Rent once determined
                           or agreed

         6.3.     IF THE REVIEWED RENT SHALL NOT BE ASCERTAINED BY THE REVIEW
                  DATE THIN UNTIL IT HAS BEEN ASCERTAINED THE LESSEE SHALL
                  CONTINUE TO PAY THE CURRENT RENT UNTIL THE QUARTER DAY AFTER
                  IT HAS BEEN ASCERTAINED ON WHICH QUARTER DAY THE LESSEE SHALL
                  PAY THE LESSOR AN ADDITIONAL SUM EQUAL TO THE EXCESS (IF ANY)
                  OF THE REVIEWED RENT OVER THE CURRENT RENT FOR THE PERIOD FROM
                  THE REVIEW DATE TO SUCH QUARTER DAY

         6.4.     A MEMORANDUM OF THE MARKET RACK RENT SHALL BE ENDORSED ON S
                  LEASE AND ON THE COUNTERPART HEREOF IN SUCH TERMS AS THE
                  LESSOR SHALL REASONABLY REQUIRE

         6.5.     TIME SHALL BE DEEMED TO BE OF THE ESSENCE IN RESPECT OF THE
                  SAID RESPECTIVE PERIODS FOR SERVICE OF THE LESSOR'S NOTICE AND
                  THE LESSEE'S NOTICE

7.       NOTICES

         These p resents shall incorporate the provisions as to notices
         contained in Section 196 of the Law of Property Act 1925 as amended by
         the Recorded Delivery Service Acct 1962 and every notice required to be
         given hereunder shall be in writing


                                       20
<PAGE>


8.       VALUE ADDED TAX

         Sums payable by the Lessee hereunder which are for the time being
         subject to Value Added Tax shall be considered to be tax exclusive sums
         and the Value Added Tax at the appropriate rate f or the time being
         shall be payable by the Lessee in addition thereto

IN WITNESS whereof the Lessor and the Lessee have caused their respective Common
Seals to be hereunto affixed the day and year first before written


                                       21
<PAGE>


                                   SCHEDULE 1

1.       The right in common with the Lessor the Superior Landlord and the offer
         lessees and occupiers of the building to use the Common Parts for all
         reasonable purposes in connection with the use and enjoyment of the
         Premises

2.       The right of passage of gas electricity water and soil drainage and air
         from and to the Premises through the Conducting Media passing along
         through over or upon the Premises

3.       The right in case of fire or other like emergency to use any part of
         the Common Parts so designated as a means of escape

4.       The right of support and protection for such parts of the Premises as
         require the same from any other part of the building capable of
         providing such support and protection


                                       22
<PAGE>


                                   SCHEDULE 2

Unto the Lessor and all persons claiming throughout under the Lessor and unto
all others enjoying similar rights or to whom similar rights may be granted
there are expressly EXCEPTED AND RESERVED out of this demise throughout the
whole of the Term:-

1.       The full and free right at any time or times to demolish develop build
         or rebuild add to alter or otherwise deal with and use any adjoining or
         neighboring premises in such manner to such extent and to such height
         and for such poses as may be desired notwithstanding in all or any of
         such cases any inconvenience which may thereby be caused to the Lessee
         or the other occupiers from time to time of the Premises or any
         interference which may thereby be occasioned to the access of light or
         air to the Premises but (without prejudice to the foregoing) in
         relation to the exercise of all or any of such rights by the Lessor or
         by any person claming through or under the Lessor the Lessor shall not
         do or permit to be done anything which shall materially interfere with
         reasonable access of light or air to the presses or render the Premises
         substantially incapable of being used for the purpose authorized by
         these presents

2.       The full free and uninterrupted right of running and passage of air gas
         electricity water and soil to and from any, adjoining or neighbouring
         premises by and through all Conducting Media which now are or which at
         anytime during the Term may be in over under passing through or
         attached to or forming part of the Premises

3.       The right after at least seven days' prior notice (except in an
         emergency when no prior notice need be given) to enter upon the
         Premises with or without contractors and others and all necessary
         equipment tools and materials (i) in order to connect up to any such
         Conducting Media or to inspect the same or to carry out any necessary
         repairs renewals additions alterations or other works thereto (ii) for
         the purpose of repairing maintaining or rebuilding any adjoining
         property the persons(degree) entering causing thereby the minimum of
         inconvenience to the Lessee or the other occupiers of the Premises and
         making good all damage thereby caused to the premises

4.       The right at all times of the day or night (but only in case of fire or
         other extreme emergency) to pass from any adjoining or neighbouring
         premises over into and/or through the Premises and thence into the
         street or other place of safety by any means of emergency escape
         (whether now existing or hereafter to be constructed) which may jointly
         serve or be capable of jointly serving the Premises as well as any
         adjoining or neighbouring premises

5.       The right to construct and affix to the Premises in such position and
         manner as the Lessor may reasonably require or the Fire Authority may
         direct such structures as may be necessary to provide appropriate means
         of escape in the event of fire or other extreme emergency from any
         adjoining or neighbouring buildings or premises over into and/or
         through the Premises PROVIDED THAT such right shall not be exercised
         until the Lessor shall have first given to the Lessee not less than
         fourteen days' notice of the intended exercise of such right specifying
         in such notice which parts of the Premises are

                                       23
<PAGE>

         to be affected thereby and brief particulars of the works necessary
         therefor and the Lessee shall have been provided with full details of
         any proposed requirements of the Fire Authority and given an
         opportunity of making representations in respect of those to which it
         may object

6.       The right after at least three days' prior notice (except in an
         emergency when no prior notice need be given) to enter upon the
         Premises with or without contractors and others and all necessary
         equipment tools and materials in order:-

         6.1      to connect up to any such Conducting Media as are mentioned in
                  paragraph 2 of this Schedule and

         6.2      to carry out such works to or on the Premises as are mentioned
                  in paragraph 4 of this Schedule and as shall be reasonably
                  necessary to enable the Lessor and the owners tenants and
                  occupiers of adjoining or neighbouring premises to exercise
                  the right referred to in paragraph 3 of this Schedule and

         6.3      to inspect such Conducting Media and such works as aforesaid
                  or to carry out any necessary repairs renewals additions
                  alterations or other works thereto the party or parties so
                  entering for any such purposes causing thereby the minimum of
                  inconvenience to the Lessee or other the occupiers of the
                  Premises and making good with the minimum of delay all damage
                  thereby caused to the Premises

7.       All mineral waters or springs of mineral water (if any) at the date of
         this Lease arising or flowing or which may during the Term arise or
         flow in through or under the Premises with power for the Superior
         Lessor the Lessor their agents contractors or workmen to enter upon any
         part of the Premises to preserve protect and secure the use and
         enjoyment of any such waters or springs and to make on or under any
         part of the Premises any tanks conduits pipes or other works for the
         purposes of securing and conveying away any such waters provided that
         the person so entering for this purpose shall make good any damage
         resulting from the exercise of this right and also pay compensation to
         the Lessee for any loss actually caused to it by any such damage.


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<PAGE>
8.       The right to support and protection by the Premises for such other
         parts of the building or any extension thereof as require such support
         and protection


GIVEN UNDER THE COMMON                      )
SEAL of BAE SYSTEMS MARINE                  )
LIMITED                                     )


/S/ SIGNATURE ILLEGIBLE                     Director

/S/ SIGNATURE ILLEGIBLE                     Director/Secretary

SIGNED AS A DEED by                         )
BAM ENTERTAINMENT LIMITED                   )
Acting by a director and a director/its
Secretary


/S/ SIGNATURE ILLEGIBLE                     Director

/S/ SIGNATURE ILLEGIBLE                     Director/Secretary


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