LEASE                                                              EXHIBIT #10.4

DATED October, 2000

PARTIES

    1.            Landlord            THE PRUDENTIAL  ASSURANCE  COMPANY LIMITED
                                      whose registered  office is at 142 Holborn
                                      Bars, London EC1N 2NH;

    2.            Tenant              FAIR,  ISAAC  INTERNATIONAL UK CORPORATION
                                      (a company  registered in California under
                                      number FC016585) whose  registered  office
                                      is at 2nd  Floor  Concorde  House  Trinity
                                      Park Birmingham West Midlands B37 7EC;

OPERATIVE PROVISIONS

1.         Definitions and interpretation

1.1        Unless the contrary  intention  appears,  the  following  definitions
           apply:


                    Common Parts                  the   parts   of  the   Estate
                                                  comprising   the  Main  Estate
                                                  Road (to the extent  that they
                                                  have  not  been   adopted   as
                                                  maintainable   at  the  public
                                                  expense),    balancing   lake,
                                                  landscaped   areas  (including
                                                  the  Structural   Landscaping)
                                                  which      are     not     the
                                                  responsibility      of      an
                                                  individual  owner or  occupier
                                                  of part of the  Estate and all
                                                  other areas ways and amenities
                                                  in the Estate  (including  the
                                                  Service  Media)   provided  or
                                                  designated  from  time to time
                                                  by the Landlord or

                                                  the  Management   Company  for
                                                  common  use and  enjoyment  by
                                                  the  owners and  occupiers  of
                                                  the Estate, and each and every
                                                  part of them;

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                    Conducting  Media             drains,   sewers,    conduits,
                                                  flues,    gutters,    gullies,
                                                  channels,    ducts,    shafts,
                                                  watercourses,  pipes,  cables,
                                                  wires and mains;

                    Development                   The land and  buildings now or
                                                  at any  time  during  the Term
                                                  erected  thereon shown for the
                                                  purposes   of   identification
                                                  only  edged blue on Plan 1 and
                                                  each  and  every  part  of it,
                                                  being part of the Estate;

                    Development Road              the road and footpaths serving
                                                  the  Development,  shown edged
                                                  brown on Plan 1;

                    Encumbrances                  the              restrictions,
                                                  stipulations,       covenants,
                                                  rights,          reservations,
                                                  provisions  and other  matters
                                                  contained,   imposed   by   or
                                                  referred  to in  the  Property
                                                  and Charges  Registers  of H M
                                                  Land  Registry   Title  Number
                                                  WM719791 so far as they relate
                                                  to  the  Premises  and  in the
                                                  documents brief particulars of
                                                  which are set out in  schedule
                                                  1 part 4;

                    Estate                        Birmingham International Park,
                                                  Bickenhill,  Elmdon, Solihull,
                                                  West  Midlands  shown  for the
                                                  purpose   of    identification
                                                  edged  blue on Plan 2 and each
                                                  and every part of it;

                    Insured  Risks                has the meaning given to it in
                                                  schedule 3;

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                    Interest                      interest  at  the  rate  of 4%
                                                  over the base rate of Barclays
                                                  Bank Plc from time to time (as
                                                  well     after    as    before
                                                  judgment),   or   such   other
                                                  comparable    rate    as   the
                                                  Landlord  may  reasonably  and
                                                  properly designate if the base
                                                  rate ceases to be published;

                    Landlord                      includes all persons from time
                                                  to   time   entitled   to  the
                                                  immediate  reversion  to  this
                                                  Lease;

                    Lease                         includes     any     documents
                                                  supplemental to this Lease;

                    Main Estate Road              the road and footpaths serving
                                                  the  Estate  and  shown  edged
                                                  brown on Plan 2, now  known as
                                                  Starley Way;

                    Management Company            BIP     Management     Limited
                                                  (Company Number 2923457) whose
                                                  registered    office   is   at
                                                  Portland  House,  Stag  Place,
                                                  London,   SW1E  5DS  or  other
                                                  management  company  from time
                                                  to    time    providing    the
                                                  Services;

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                    Outgoings                     (in relation to the  Premises)
                                                  all    non-domestic     rates,
                                                  (including      rates      for
                                                  unoccupied  property),   water
                                                  rates,  water  charges and all
                                                  existing  and  future   rates,
                                                  taxes,  charges,  assessments,
                                                  impositions    and   outgoings
                                                  whatsoever            (whether
                                                  parliamentary  or local) which
                                                  are now or may at any  time be
                                                  payable,  charged or  assessed
                                                  on  property,  or the owner or
                                                  occupier  of   property,   but
                                                  "taxes" in this  context  does
                                                  not  include  value added tax,
                                                  nor any taxes  imposed  on the
                                                  Landlord  in  respect  of  the
                                                  yearly  rent  reserved by this
                                                  Lease,  or  in  respect  of  a
                                                  disposal  of the  interest  in
                                                  immediate  reversion  to  this
                                                  Lease;

                    Perpetuity Period             years calculated from the date
                                                  of this Lease;

                    Plan 1                        the  plan   marked   "Plan  1"
                                                  annexed to this Lease;

                    Plan 2                        the  plan   marked   "Plan  2"
                                                  annexed to this Lease;

                    Planning Acts                 "the  consolidating  Acts"  as
                                                  defined   in   the    Planning
                                                  (Consequential Provisions) Act
                                                  1990 and any other legislation
                                                  relating  to town and  country
                                                  planning in force from time to
                                                  time;

                    Premises                      the   property   described  in
                                                  schedule  1  part  1 and  each
                                                  part of the Premises;

                    Retained Land                 the   property   comprised  in
                                                  titles  WM6947,  WM365919  and
                                                  WM518832

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                    Service Media                 the   pipes,   ducts,   wires,
                                                  cisterns,    tanks,    cables,
                                                  meters,     sewers,    drains,
                                                  watercourses,  mains,  gutters
                                                  and other  media  which are in
                                                  on over or under the Estate or
                                                  which  provide  or remove  the
                                                  Utilities  from to or  through
                                                  the Estate at any time  during
                                                  the Perpetuity Period;

                    Structural Landscaping        the  landscape  mound  and the
                                                  other  areas  of   landscaping
                                                  within the Estate  shown edged
                                                  green   on   Plan  2  and  the
                                                  balancing lake shown on Plan 2
                                                  as  varied   in   extent   and
                                                  location  from time to time by
                                                  the   Landlord    and/or   the
                                                  Management Company;

                    Tenant                        includes      the     Tenant's
                                                  successors    in   title   and
                                                  assigns in whom this Lease may
                                                  for the time being be vested;

                    Term                          the term of years  granted  by
                                                  this Lease; and

                    Unsecured Underletting        an underletting of part of the
                                                  Premises  in relation to which
                                                  the    underlessor   and   the
                                                  underlessee   have  agreed  to
                                                  exclude  the   provisions   of
                                                  sections   24  to  28  of  the
                                                  Landlord  and  Tenant Act 1954
                                                  and their  agreement  to do so
                                                  has   been   duly   authorised
                                                  beforehand by the court.

                    Utilities                     water,  soil,  surface  water,
                                                  electricity,     gas,     oil,
                                                  telephone,  power,  fire alarm
                                                  systems, telecommunications or
                                                  other services;

1.2        Any  obligation  on a party to this Lease to do any act  includes  an
           obligation to procure that it is done.

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1.3        includes  the  obligation  on the  Tenant  not to permit or allow the
           infringement of the restriction by any person.

1.4        References to liability  include,  where the context allows,  claims,
           demands, proceedings, damages, losses, costs and expenses.

1.5        The  clause  and  paragraph  headings  in this  Lease are for ease of
           reference  only  and  are  not  to  be  taken  into  account  in  the
           construction or interpretation of any provision to which they refer.

1.6        Unless the contrary intention appears, references:

1.6.1      to numbered  clauses and  schedules  are  references  to the relevant
           clause in, or schedule to, this Lease; and

1.6.2      to a  numbered  paragraph  in  any  schedule  are  references  to the
           relevant paragraph in that schedule.

1.7        Words in this Lease denoting the singular  include the plural meaning
           and vice versa.

1.8        References  in this Lease to any  statutes or  statutory  instruments
           include any statute or statutory instrument  amending,  consolidating
           or  replacing  them  respectively  from  time to time in  force,  and
           references to a statute include statutory instruments and regulations
           made pursuant to it.

1.9        Words in this Lease  importing one gender include both other genders,
           and may be used interchangeably,  and words denoting natural persons,
           where the context allows, include corporations and vice versa.

1.10       For the purposes of this Lease, two companies are members of the same
           group if one is the subsidiary of the other, or both are subsidiaries
           of a third  company,  "subsidiary"  having the meaning given to it in
           section 736 of the Companies Act 1985.

1.11       At any time that the  parties  of the  second or third  parts to this
           Lease are two or more persons,  the  expression  "the Tenant" or "the
           Guarantor"  includes the plural number, and obligations in this Lease
           expressed  or  implied  to be  made  with  or by  the  Tenant  or the
           Guarantor  are to be  treated  as made  with  or by such  individuals
           jointly and severally.

2.         The letting terms

In consideration of the rent reserved by, and the covenants in, this Lease :

2.1        the Landlord lets to the Tenant:

2.1.1      all the Premises;

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2.1.2      together with the rights set out in schedule 1 part 2; and

2.1.3      except and  reserved to the  Landlord  and its  employees  agents and
           contractors  and the  owners and  occupiers  from time to time of the
           Estate and the Retained Land the rights set out in schedule 1 part 3;

2.2        for the term of 15 years  commencing on [ ] (determinable as provided
           by this Lease) subject to the Encumbrances;

2.3        the Tenant paying during the Term:

2.3.1      the yearly rent of (pound)[ ] (subject to revision  under schedule 2)
           by equal  quarterly  payments in advance on the usual quarter days in
           every year, the first (or a  proportionate  part) of such payments in
           respect of the period  commencing  on [ ] and ending on the following
           quarter day to be made on [ ];

2.3.2      as additional rent:

           2.3.2.1   The monies  payable by the Tenant  under  schedules 3 and 4
                     commencing on [ ];

           2.3.2.2   Interest  payable  by the  Tenant  under  the terms of this
                     Lease; and

           2.3.2.3   such value added tax as may be  chargeable  on the rent and
                     the other additional rents reserved by this Lease.

3.         Tenant's covenants

           The Tenant covenants with the Landlord during the Term as follows:

3.1        Rent

3.1.1      To pay  the  yearly  rent  reserved  by this  Lease,  free  from  any
           deductions  and  rights of  set-off,  at the times and in the  manner
           required  in  clause  2.3.1 and by means of a  standing  order to the
           Tenant's bankers.

3.1.2      To pay the  additional  rents reserved by this Lease at the times and
           in the manner specified.

3.2        Interest

           To pay Interest on so much of the rents,  reviewed  rents,  and other
           monies  payable  under this Lease as remain  unpaid due from the date
           that they became due until the payment is made to the Landlord.

3.3        Outgoings and contributions

3.3.1      To pay Outgoings.

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3.3.2      To refund to the Landlord on demand (where  Outgoings relate to other
           property  including  the  Premises)  a  fair  and  proper  proportion
           attributable  to the Premises,  such  proportion  to be  conclusively
           determined by the Landlord or the Landlord's surveyor.

3.3.3      To reimburse the Landlord for loss of relief from non-domestic  rates
           for  unoccupied  property  which  would  have been  available  to the
           Landlord in respect of vacancy of the Premises after the  termination
           of this  Lease but for the  allowance  of relief to the Tenant or any
           other  person  formerly in  occupation  of the  Premises  for vacancy
           commencing before the termination of this Lease.

3.3.4      To pay for all gas and  electricity  consumed  on the  Premises,  all
           charges for meters, and all standing charges.

3.4        Repair

           To keep the Premises in good and substantial  repair,  maintained and
           in clean  condition  (except in respect of damage by Insured Risks as
           allowed in schedule 3).

3.5        Decorations

3.5.1      To decorate  the inside of the Premises in the year [ ] and from then
           in every  subsequent  fifth  year of the  Term and in the last  three
           months of the Term (however it may terminate)  with two coats of good
           quality paint or good quality polish,  and with paper for those parts
           normally papered, or other suitable and appropriate materials of good
           quality,  in a workmanlike  manner (the decorations in the last three
           months  of the Term to be  executed  in such  colours,  patterns  and
           materials as the Landlord may reasonably and properly require).

3.5.2      To decorate  the  exterior  of the  Premises in the year [ ] and from
           then in every  subsequent fifth year of the Term and also in the last
           three months of the Term (however it may terminate)  with three coats
           of good quality paint or polish,  or other suitable  material of good
           quality, in a proper and workmanlike manner.

3.5.3      Not without the consent of the Landlord to alter,  cover up or change
           any part of the  architectural  decorations or the external colour of
           the Premises.

3.6        Landlord's right of inspection and right of repair

3.6.1      To permit the Landlord and its employees or agents at all  reasonable
           and proper times upon not less than five working days written  notice
           (except in the case of  emergency)  to enter the Premises and examine
           their  condition and also to take a schedule of fixtures and fittings
           in the Premises.

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3.6.2      If any breach of covenant,  defects,  disrepair,  removal of fixtures
           and fittings or  unauthorised  alterations  or additions are found on
           inspection  for which the Tenant is liable,  then, on written  notice
           from  the  Landlord,   to  execute  to  the   reasonable  and  proper
           satisfaction  of the Landlord or its  surveyor  all  repairs,  works,
           replacements  or  removals  required  within two months (or sooner if
           necessary) after receipt of notice.

3.6.3      If the Tenant  fails to  commence  the works and comply with a notice
           under clause 3.6.2,  the Landlord may itself or by its  workpeople or
           agents  enter  the   Premises   and  execute  the   repairs,   works,
           replacements or removals.

3.6.4      To pay to the Landlord on demand all reasonable  and proper  expenses
           incurred under clause 3.6.3 (the expenses and any Interest on them to
           be recoverable as rent in arrear).

3.7        Yield up in repair at the end of the Term

           At the  termination  of  this  Lease  or at  such  later  time as the
           Landlord recovers possession of the Premises from the Tenant:

3.7.1      quietly to yield up the Premises (with all additions and improvements
           to the Premises and all fixtures in the Premises, other than tenant's
           fixtures  and  fittings  which the Tenant may be  entitled to remove)
           repaired, maintained,  cleaned, decorated and kept in accordance with
           the Tenant's  covenants in this Lease (except in respect of damage by
           Insured Risks as allowed in schedule 3);

3.7.2      if so requested by the Landlord,  to remove from the Premises all the
           Tenant's  belongings,  that is to say trade fixtures and fittings and
           all  notices,  notice  boards  and  signs  bearing  the name  of,  or
           otherwise  relating  to, the Tenant  (including  in this  context any
           persons  deriving  title to the  Premises  under the  Tenant)  or its
           business; and

3.7.3      to make  good to the  reasonable  satisfaction  of the  Landlord  all
           damage to the  Premises  resulting  from the removal of the  Tenant's
           belongings from the Premises.

3.8        Landlord's right of entry for repairs, etc

3.8.1      To permit the Landlord or other  owners,  tenants or occupiers of any
           adjoining  or  neighbouring  property  and their  respective  agents,
           workmen and employees to enter the Premises at reasonable  and proper
           times,  after  giving to the Tenant not less than five  working  days
           written  notice  (except in an emergency or where a third party has a
           right to enter without giving such notice):

           3.8.1.1   to alter,  maintain  or repair the  adjoining  premises  or
                     property of the  Landlord on the  Development  or person so
                     entering; or

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           3.8.1.2   to alter, maintain or repair anything serving such property
                     on the  Development  and running through or on the Premises
                     provided  that  the  Landlord  shall  not be  permitted  to
                     construct any such thing under the building  erected on the
                     Premises; or

           3.8.1.3   to comply  with an  obligation  to any third  party  having
                     legal rights over the Premises; or

           3.8.1.4   in exercise of a right or to comply with an  obligation  of
                     repair, maintenance or renewal under this Lease; or

           3.8.1.5   in  connection  with the  development  of any  adjoining or
                     neighbouring land or premises, owned by the Landlord;

           without  payment  of  compensation   for  any  nuisance,   annoyance,
           inconvenience,  damage or loss caused to the  Tenant,  subject to the
           Landlord (or other person  entering)  exercising the right as soon as
           reasonably  practicable  in a reasonable and proper manner and making
           good any damage  caused to the Premises  without  unreasonable  delay
           Provided  Always  that  the  rights  granted  by this  clause  cannot
           reasonably be exercised without the need for access to the Premises.

3.9        Alterations

3.9.1      Not  to  annex  the  Premises  to  other  premises  nor to  make  any
           structural  additions thereto of any kind whatsoever nor to build any
           additional  structure  nor to impair  the  support  or shelter of any
           neighbouring  property nor to alter the height of the Premises nor to
           cut main or remove any of the  principal or  load-bearing  or curtain
           walls or the floor or ceiling  slabs in such a manner as will  affect
           the structural  integrity of the Premises nor to alter any Conducting
           Media in common use or  exclusively  serving  other  premises  nor to
           alter  the  external  appearance  of the  Premises  nor to  make  any
           external structural alterations to the Premises.

3.9.2      Not  without  the  consent of the  Landlord  (not to be  unreasonably
           withheld or delayed) to make any other  alterations  or  additions to
           the Premises or the plant and  machinery  therein (but the  erection,
           alteration   or  removal  by  the  Tenant  of  internal   demountable
           partitioning,  and  consequential  adjustments  of  ducting,  ceiling
           tiles,  light fittings and wiring, is authorised without such consent
           if the plans of the  partitions  (or  details  of the  alteration  or
           removal of  partitioning)  are deposited  with the Landlord  within 7
           days prior to commencement of the Works).

3.9.3      On the  termination  of this Lease,  to reinstate the Premises to the
           condition  in which  they  were in at the grant of this  Lease,  such
           reinstatement  to be  carried  out under the  supervision  and to the
           reasonable satisfaction of the Landlord or the Landlord's surveyor.

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3.9.4      To  procure  that  any  alterations  or  additions  to  the  Premises
           permitted  by the  Landlord  under  clause  3.9.2 be carried out by a
           reputable contractor.

3.10       Alienation

3.10.1     Not to assign or charge part only of the Premises.

           3.10.2.1  Not to assign or charge the whole of the  Premises  without
                     the consent of the Landlord  but,  subject to the operation
                     of the  following  provisions of this clause  3.10.2,  such
                     consent is not to be unreasonably withheld.

           3.10.2.2  For the  purposes  of  sub-section  19(1)(A)  Landlord  and
                     Tenant Act 1927 (as  amended)  and in addition to any other
                     condition or requirement  which the Landlord may reasonably
                     impose or any objection  which the Landlord may  reasonably
                     make the Landlord may withhold its consent to an assignment
                     of  the  Premises  in  any  one or  more  of the  following
                     circumstances:

                     (a)       where the  proposed  assignee is a Group  Company
                               except  where that  Group  Company is of equal or
                               greater financial standing than the Tenant;

                     (b)       where in the  reasonable  opinion of the Landlord
                               the  proposed   assignee  is  not  of  sufficient
                               financial  standing  to enable it to comply  with
                               the Tenant's covenants in this Lease;

                     (c)       where the proposed  assignee enjoys diplomatic or
                               state  immunity but this  circumstance  shall not
                               apply   where  the   proposed   assignee  is  the
                               Government   of  the   United   Kingdom   or  any
                               department thereof;

                     (d)       where in the  reasonable  opinion of the Landlord
                               the  value  of  the  Landlord's  interest  in the
                               Premises   would  be   diminished   or  otherwise
                               adversely affected by the proposed  assignment on
                               the  assumption  (whether or not a fact) that the
                               Landlord  wished  to sell its  reversion  the day
                               following  completion  of the  assignment of this
                               Lease to the proposed assignee.

           3.10.2.3  For the  purposes  of  sub-section  19(1)(A)  Landlord  and
                     Tenant Act 1927 (as  amended)  and in addition to any other
                     condition or requirement  which the Landlord may reasonably
                     impose, the consent of the Landlord to an assignment of the
                     Premises  may be granted  subject to any one or more of the
                     following conditions:

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                     (a)       the  delivery by the Tenant to the Landlord of an
                               authorised   guarantee  agreement  the  operative
                               provisions  of which are in the form  required in
                               Schedule 5 Part 2;

                     (b)       the payment to the Landlord of all rents referred
                               to in clause 2 which  have  fallen due under this
                               Lease or any  other  deed  supplemental  to or in
                               pursuance  of this Lease prior to the date of the
                               proposed assignment;

                     (c)       the  remedying  of  any  subsisting  material  or
                               persistent  breach of any  Tenant's  covenant  or
                               condition   in  this  Lease  or  any  other  deed
                               supplemental to or in pursuance of this Lease;

                     (d)       where the  Landlord  reasonably  so requires  the
                               delivery to the  Landlord of a deed of  guarantee
                               entered   into  by  one  or  more   third   party
                               guarantors  reasonably acceptable to the Landlord
                               in the form  contained  in  Schedule  5 Part 1 of
                               this Lease;

                     (e)       where the  Landlord  reasonably  so requires  the
                               delivery to the  Landlord of a rent  deposit deed
                               entered  into by the  proposed  assignee (in such
                               reasonable  form as the Landlord may from time to
                               time reasonably  determine) together with payment
                               to the  Landlord by way of cleared  funds of such
                               sum  as the  Landlord  may  reasonably  determine
                               provided  always  that this  shall not exceed six
                               months rent);

                     PROVIDED THAT the Landlord shall not be entitled to require
                     both a guarantee  (as referred to in  paragraph  (d) above)
                     and a rent deposit (as referred to in paragraph (e) above)

3.10.3     Not to  underlet  the whole or any part of the  Premises  without the
           consent of the Landlord (such consent not to be unreasonably withheld
           or delayed).

3.10.4     On the grant of an underlease,  to obtain  covenants by deed from the
           underlessee direct with the Landlord in such form as the Landlord may
           reasonably require that the underlessee will:

           3.10.4.1  not assign, subunderlet or charge part only of the premises
                     underlet;

           3.10.4.2  not part  with or share  possession  or  occupation  of the
                     whole  or any  part of the  premises  underlet,  nor  grant
                     rights to third  parties  over them  except by a  permitted
                     assignment or subunderletting;

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<PAGE>

           3.10.4.3  not  assign,  or  charge  or  subunderlet  the whole of the
                     premises underlet without obtaining the previous consent of
                     the  Landlord  under  this  Lease  such  consent  not to be
                     unreasonably withheld or delayed;

           3.10.4.4  provide for the inclusion in any subunderleases granted out
                     of  the  underlease   (whether  immediate  or  mediate)  of
                     covenants  to the same  effect as those  contained  in this
                     clause 3.10.4 and clause 3.10.5 and 3.10.7;

           3.10.4.5  not  subunderlet  a part of the Premises (as opposed to the
                     whole) except by way of an Unsecured Underletting.

3.10.5     On the grant of any underlease:

           3.10.5.1  to include provisions for the revision of the rent reserved
                     by the underlease in an upward-only direction to correspond
                     in time and effect with the  provisions for the revision of
                     rent in this Lease;

           3.10.5.2  not to reserve or take a premium or fine;

           3.10.5.3  to reserve a rent which is the open market rent at the time
                     of the grant of the underlease;

           3.10.5.4  to include  provisions in the underlease to the same effect
                     as those in clause 3.10.2;

           3.10.5.5  to  include  in  such  underlessee  covenants  as  are  not
                     inconsistent  with,  or  impair  the  due  performance  and
                     observance of, the covenants of the Tenant in this Lease.

           3.10.5.6  in the case of an underletting of part only of the Premises
                     to incorporate provisions whereby there is reserved as rent
                     a  fair  proportion  of  the  cost  of  cleaning   lighting
                     repairing   maintaining   and  other  costs  and  exercises
                     incurred in relation to any parts of the  Premises  the use
                     of which is common to the part  underlet and the  remainder
                     of the Premises.

3.10.6     Not to underlet or sub-underlet the Premises so as to sub-divide them
           into more than two units of occupation on any one floor.

3.10.7     Not to  underlet  part  only  of the  Premises  except  by way of and
           Unsecured Underletting.

3.10.8     Not (except by assignment or underletting permitted under this clause
           3.10) to:

           3.10.8.1  part with or share possession or occupation of the whole or
                     any part of the Premises; or

                                      -13-
<PAGE>

           3.10.8.2  grant any rights over the Premises to third parties.

3.10.9     The  preceding  provisions  of this  clause  3.10 do not apply to any
           parting with possession or occupation or the sharing of occupation or
           sub-division  of the  Premises  to or with any  member  of a group of
           companies of which the Tenant is itself a member if:

           3.10.9.1  the  interest in the  Premises so created is and remains no
                     more than a tenancy at will; and

           3.10.9.2  the  possession,  occupation or subdivision are immediately
                     terminated if the Tenant and the relevant  member cease for
                     any reason to be members of the same group of companies.

3.11       Registration of dispositions of this Lease

           Within one month  after a  disposition  of this Lease (a  disposition
           being an  assignment,  charge,  transfer,  underlease,  assignment or
           surrender  of any  underlease,  or, on any  transmission  by death or
           otherwise,   documentary   evidence  of   devolution   affecting  the
           Premises):

3.11.1     to produce the document effecting the disposition (and in each case a
           certified  copy for  retention  by the  Landlord)  to the  Landlord's
           solicitors; and

3.11.2     to pay to the solicitors a fee of(pound)50 for the registration.

3.12       Enforcement of underleases

3.12.1     Not  without  the  consent of the  Landlord  (such  consent not to be
           unreasonably  withheld or  delayed)  to vary the terms,  or waive the
           benefit, of any underlessee  covenants or conditions in an underlease
           of the Premises.

3.12.2     Not  without  the  consent of the  Landlord  (such  consent not to be
           unreasonably  withheld  or  delayed)  to  accept a  surrender  of any
           underlease of the Premises.

3.12.3     Diligently to enforce the underlessee covenants and conditions in any
           underlease of the Premises and (if reasonably  and properly  required
           by the  Landlord)  to  exercise by way of  enforcement  the powers of
           re-entry in the underlease.

3.12.4     Not without the consent of the  Landlord to accept any sum or payment
           in kind by way of  commutation  of the rent payable by an underlessee
           of the Premises.

                                      -14-
<PAGE>

3.12.5     Not to accept the payment of rent from an underlessee of the Premises
           otherwise than by regular  quarterly (or more  frequent)  payments in
           advance.

3.12.6     Duly and  punctually  to  exercise  all  rights  to  revise  the rent
           reserved by an underlease of the Premises, and not to agree a revised
           rent with an  underlessee  without the approval of the Landlord (such
           approval not to be unreasonably withheld or delayed).

3.13       User

3.13.1     Not without the consent of the Landlord to use the Premises otherwise
           than as offices  falling  within  class B1(a) of the Town and Country
           (Use  Classes)  Order  1987  (as in  force  on 1 June  1987)  and for
           purposes ancillary to those uses.

3.13.2     Nothing  in this Lease  implies or is to be treated as a warranty  to
           the effect  that the use of the  Premises  for those  purposes  is in
           compliance  with  the  Planning  Acts  and  all  other  statutes  and
           regulations  relating to town and country  planning from time to time
           in force.

3.14       Restrictions affecting use of the Premises

3.14.1     Not to allow any process,  activity or storage on the Premises  which
           causes noise, fumes or vibration which can be heard,  smelled or felt
           outside the Premises.

3.14.2     Not to store any petrol or other specially inflammable,  explosive or
           combustible substance in the Premises.

3.14.3     Not to use the Premises for any noxious,  noisy or offensive trade or
           business nor for any illegal or immoral act or purpose.

3.14.4     Not to do  anything  in the  Premises  which  may be or  grow to be a
           nuisance,  annoyance,  disturbance,  inconvenience  or  damage to the
           Landlord or to the owners,  tenants and  occupiers of  adjoining  and
           neighbouring properties.

3.14.5     Not to load or use the floors,  walls,  ceilings or  structure of the
           Premises  so as to cause  strain,  damage  or  interference  with the
           structural parts,  loadbearing framework,  roof, foundations,  joists
           and external walls of the Premises.

3.14.6     Not to overload  the lifts,  electrical  installation  or  Conducting
           Media in the Premises.

3.14.7     Not to do or omit to do anything  which may  interfere  with or which
           imposes  an   additional   loading  on  any   ventilation,   heating,
           air-conditioning or other plant or machinery serving the Premises.

                                      -15-
<PAGE>

3.14.8     Not to use  the  Premises  for  the  sale  of  alcoholic  liquor  for
           consumption either on or off the Premises.

3.14.9     Not to allow  any  person  to sleep  in the  Premises  nor to use the
           Premises for residential purposes.

3.14.10    Not to store any materials or goods outside the building comprised in
           the  Premises  unless in a designated  storage  area  approved by the
           Landlord and all relevant authorities.

3.14.11    Not to burn  rubbish  or  waste  materials,  paper,  wood  and  other
           combustible   matter  on  the  Premises   except  within  boilers  or
           incinerators provided for the purpose and approved by the Landlord or
           the Landlord's Surveyor.

3.14.12    Not to cause any land, roads or pavements abutting the Premises to be
           untidy  or in a  dirty  condition  and  in  particular  (but  without
           prejudice  to the  generality  of the  above)  not to deposit on them
           refuse or other materials.

3.14.13    Not to permit to be discharged into any Conducting Media forming part
           of or serving the Premises:

           3.14.13.1   any  oil or  grease  or any  deleterious,  objectionable,
                       dangerous, poisonous or explosive matter or substance and
                       to  take  all   measures  to  ensure  that  any  effluent
                       discharged   into  the  Conducting   Media  will  not  be
                       corrosive or otherwise harmful to the Conducting Media or
                       cause obstruction or deposit in them; or

           3.14.13.2   any fluid of a poisonous  or noxious  nature or of a kind
                       likely to  contaminate or pollute the water of any stream
                       or river.

3.14.14    Not to carry out any process or carry on any  activity  which will or
           may lead to the Premises being placed on any register of contaminated
           land.

3.14.15    Not to use any portion of the Main  Estate  Road and the  Development
           Road  for the  parking  of  vehicles  nor to  carry  out  repairs  or
           maintenance  to vehicles  on the Main Estate Road or the  Development
           Road.

3.14.16    Not to impede the use by any other  person of the Estate  Road or any
           other area used by the Tenant in common and in particular not to load
           or unload any vehicle  unless the vehicle  shall be in a loading area
           provided from time to time for that purpose.

3.14.17    To observe and perform such rules and  regulations  which  Birmingham
           International  Park (2000) Limited or the Management Company may from
           time to time  make and which  the  Landlord  is  obliged  to  observe
           pursuant to a transfer of the  Development  dated 31st March 2000 and
           to observe and



                                      -16-
<PAGE>

           perform the reasonable  rules and regulations  from time to time made
           by the  Landlord in  accordance  with the  principles  of good estate
           management  and which  relate to the  orderly  and  proper use of the
           Development.

3.15       Advertisements and signs

3.15.1     Not to  place  or  display  on the  exterior  or the  windows  of the
           Premises or inside the Premises so as to be visible from the exterior
           of the Premises any name, writing,  notice,  sign,  illuminated sign,
           display of lights,  placard,  poster,  sticker or advertisement other
           than:

           3.15.1.1  a suitable  sign of a size and kind first  approved  by the
                     Landlord or the  Landlord's  surveyor (such approval not to
                     be  unreasonably  withheld  or  delayed  where  the sign is
                     consistent with the other tenant's signs on the Development
                     and is  consistent  with  the  principles  of  good  estate
                     management) showing the Tenant's name and trade;

           3.15.1.2  such other  notices as the Landlord  may in its  discretion
                     approve; and


3.16       Compliance with statutes, etc

3.16.1     Except where such  liability may be expressly  within the  Landlord's
           covenants in this Lease to comply in all respects with the provisions
           of all  statutes  from  time to  time,  and the  requirements  of any
           competent authority,  relating to the Premises or anything done in or
           on them by the Tenant, and to keep the Landlord  indemnified  against
           liability in consequence of the Tenant's failure to comply.

3.16.2     In particular (but without  affecting the general operation of clause
           3.17.1):

           3.16.2.1  to execute  all works and do all things on or in respect of
                     the Premises  which are required  under the Offices,  Shops
                     and Railway Premises Act 1963;

           3.16.2.2  to comply with all requirements under any present or future
                     statute,  order,  bylaw  or  regulation  as to  the  use or
                     occupation of, or otherwise concerning, the Premises; and

           3.16.2.3  to execute with all due diligence  (commencing  work within
                     two  months  or  sooner if  necessary  and then  proceeding
                     continuously)  all  works to the  Premises  for  which  the
                     Tenant is liable  under this  clause  3.16 and of which the
                     Landlord has given notice to the Tenant;

           and, if the Tenant does not comply  with clause  3.16.2.3,  to permit
           the  Landlord to enter the  Premises  to carry out the works,  and to
           indemnify  the  Landlord  on  demand  for the  expenses  of so  doing
           (including


                                      -17-
<PAGE>

           professional  fees),  such  expenses  and any  Interest on them to be
           recoverable as rent in arrear.

3.17       Planning permissions

3.17.1     Not without the consent of the Landlord to make any application under
           the Planning Acts, to any local planning  authority for permission to
           develop, including change of use of, the Premises.

3.17.2     To indemnify  the Landlord  against any  development  charges,  other
           charges  and  expenses  payable in respect of  planning  applications
           submitted by or on behalf of the Tenant or any person  deriving title
           under the Tenant or under the  Tenant's  control and to  reimburse to
           the  Landlord  the  costs it may  reasonably  and  properly  incur in
           connection with such consent.

3.17.3     To keep the Landlord  indemnified  against any  reasonable and proper
           expense incurred in consequence of the use of the Premises  reverting
           to the use existing before the application was made.

3.17.4     Immediately  to give the Landlord full  particulars in writing of the
           grant of planning permission  submitted by or on behalf of the Tenant
           or any person  deriving  title under the Tenant or under the Tenant's
           control.

3.17.5     Not to  implement  any  planning  permission  if the  Landlord  makes
           reasonable and proper  objection to any of the conditions  subject to
           which it has been granted.

3.18       Compliance with town planning and environmental requirements

3.18.1     To perform and observe the  requirements of the Planning Acts and all
           other statutes and regulations  relating to town and country planning
           and environmental  protection applying to the Premises, and to obtain
           any development or other consent,  permit or licence by reason of the
           development, or manner of use, of or on the Premises by the Tenant.

3.18.2     To keep the Landlord  indemnified  against liability by reason of the
           Tenant's  failure  to  obtain  any  requisite  development  or  other
           consent,  permit or licence or in complying with the  requirements of
           statutes and regulations.

3.18.3     To give full  particulars  to the  Landlord of any notice or proposal
           for a  notice,  or order or  proposal  for an order,  made,  given or
           issued to the Tenant under the Planning  Acts and all other  statutes
           or regulations  relating to town and country planning,  environmental
           protection  or  otherwise  within  seven  days  after  receipt by the
           Tenant.

3.18.4     Immediately to take all reasonable and necessary steps to comply with
           any such notice or order.

                                      -18-
<PAGE>

3.18.5     At the  request  and cost of the  Landlord,  to make or join with the
           Landlord in making such objections or  representations  against or in
           respect of any  proposal  for such a notice or order as the  Landlord
           may consider expedient.

3.19       Claims made by third parties

3.19.1     To keep the Landlord  indemnified against liability in respect of any
           accident, loss or damage to person or property in the Premises.

3.19.2     To keep the Landlord  indemnified  against liability to third parties
           by reason of breach by the Tenant of its obligations in this Lease.

3.20       Expenses of the Landlord

3.20.1     To pay to the Landlord on demand all reasonable  and proper  expenses
           (including bailiffs and professional fees) incurred by the Landlord:

3.20.2     incidental  to or in  proper  contemplation  of the  preparation  and
           service  of  a  schedule  of   dilapidations   during  or  after  the
           termination  of this Lease and/or a notice under sections 146 and 147
           of the Law of  Property  Act  1925,  even if  forfeiture  is  avoided
           otherwise than by relief granted by the court;

3.20.3     in  the  recovery  or  attempted  recovery  of  arrears  of  rent  or
           additional rent due from the Tenant; and

3.20.4     in connection with every application for any consent or approval made
           under this Lease (whether or not consent or approval is given) except
           where a court has held that the Landlord has unreasonably withheld or
           delayed its consent.

3.21       Obstruction of windows or lights and easements

3.21.1     Not to stop up or obstruct  any windows of the  Premises or any other
           buildings belonging to the Landlord.

3.21.2     Not to permit any  easement  or similar  right to be made or acquired
           into, against or on the Premises.

3.21.3     Where any such  easement or right is or is  attempted to be acquired,
           immediately to give notice of the circumstances to the Landlord,  and
           at the  request  and cost of the  Landlord to adopt such course as it
           may reasonably and properly require for preventing the acquisition of
           the easement or right.

3.22       Value added tax

                                      -19-
<PAGE>

3.22.1     To pay value added tax on taxable supplies of goods and services made
           by the  Landlord  in  connection  with  this  Lease,  for  which  the
           consideration  is to be  treated  as  exclusive  of value  added  tax
           chargeable on the payment.

3.22.2     Where the  Landlord is entitled  under this Lease to recover from the
           Tenant the costs of goods and services supplied to the Landlord,  but
           in  respect  of which the  Landlord  makes no  taxable  supply to the
           Tenant, to indemnify the Landlord against so much of the input tax on
           the cost for which the Landlord is not  entitled to credit  allowance
           under section 26 of the Value Added Tax Act 1994.

3.22.3     To indemnify and keep the Landlord  indemnified  against loss arising
           from the Landlord failing to recover, or being liable to repay or pay
           value added tax and interest,  fines and penalties resulting from the
           breach  of  the  obligations  by the  Tenant  in  the  preceding  two
           subclauses, and against taxation incurred or suffered by the Landlord
           on amounts under this indemnity.

3.23       Notices to let and for sale

3.23.1     To allow the  Landlord  or its  agents to enter the  Premises  at any
           time:

           3.23.1.1  within six months before the  termination  of this Lease to
                     fix on the  Premises  a  notice  board  for  reletting  the
                     Premises; and

           3.23.1.2  to fix on some part of the  Premises a notice board for the
                     sale of the interest of the Landlord.

3.23.2     Not to remove or obscure any such notice board.

3.23.3     To permit all  persons  authorised  by the  Landlord or its agents at
           reasonable  times  upon  written  notice  to view  the  Premises  (at
           reasonable and proper hours) without  interruption in connection with
           any such letting or sale.

3.24       Encumbrances

           To observe and perform by way of indemnity only the  obligations  and
           restrictions comprising the Encumbrances so far as they relate to the
           Premises and are capable of being enforced,  and to keep the Landlord
           indemnified  against  liability for the breach of the obligations and
           restrictions  except where the  obligations are those of the Landlord
           under the provisions of the Service Charge.

4.         Provisos

           The parties agree to the following provisos.

4.1        Proviso for re-entry

                                      -20-
<PAGE>

4.1.1      The Landlord may terminate this Lease by re-entering the Premises (or
           a part of them) itself or by an authorised agent if:

           4.1.1.1   any rent  remains  unpaid 21 days  after  becoming  due for
                     payment (whether or not formally demanded); or

           4.1.1.2   the Tenant fails to perform or observe any of its covenants
                     or the  conditions  in this Lease or allows any distress or
                     execution to be levied on its goods which is not  satisfied
                     within 7 days; or

           4.1.1.3   an event of insolvency  occurs in relation to the Tenant or
                     any guarantor of the Tenant.

4.1.2      Re-entry in  exercise  of the rights in clause  4.1.1 does not affect
           any other right or remedy of the  Landlord  for breach of covenant or
           condition  by the Tenant  occurring  before the  termination  of this
           Lease.

4.1.3      The expression an event of insolvency in clause 4.1.1 includes:

           4.1.3.1   (in relation to a company or other corporation which is the
                     Tenant or a guarantor)  inability of the company to pay its
                     debts,   entry  into  liquidation   whether  compulsory  or
                     voluntary  (except  for  the  purpose  of  amalgamation  or
                     reconstruction),   the  passing  of  a  resolution   for  a
                     creditors'  winding-up,  the  making of a  proposal  to the
                     company and its creditors for a composition in satisfaction
                     of its debts or a scheme of arrangement of its affairs, the
                     application to the court for an  administration  order, and
                     the appointment of a receiver or  administrative  receiver;
                     and

           4.1.3.2   (in  relation  to an  individual  who  is the  Tenant  or a
                     guarantor)   inability  to  pay  or  having  no  reasonable
                     prospect of being able to pay his debts,  the  presentation
                     of a bankruptcy  petition,  the making of a proposal to his
                     creditors for a composition in satisfaction of his debts or
                     a scheme of an arrangement of his affairs,  the application
                     to the court for an interim order, and the appointment of a
                     receiver or interim receiver;

           and in  relation  to the  various  events  of  insolvency  they  are,
           wherever appropriate, to be interpreted in accordance and conjunction
           with the relevant provisions of the Insolvency Act 1986.

                                      -21-
<PAGE>

4.2        Power for Landlord to deal with adjoining property

           The Landlord may deal as it thinks fit with other property  adjoining
           or nearby  belonging to the  Landlord,  and may erect or permit to be
           erected on such property any buildings  irrespective  of whether they
           affect or  diminish  the light or air which may now or at any time be
           enjoyed by the Tenant in respect of the Premises.

4.3        Compensation for disturbance

           The  Tenant  is not  entitled  to  claim  any  compensation  from the
           Landlord on quitting the  Premises  unless and to the extent that any
           statutory  right to  compensation  precludes  the  operation  of this
           clause.

4.4        Removal of property after determination of Term

4.4.1      If,  after  the  Tenant  has  vacated  the  Premises   following  the
           termination of this Lease,  any property of the Tenant remains in the
           Premises,  and the  Tenant  fails to remove  it within 28 days  after
           being requested in writing by the Landlord to do so, the Landlord may
           as the agent of the Tenant sell such  property  and hold the proceeds
           of sale,  after deducting the costs and expenses of removal,  storage
           and sale reasonably and properly  incurred by it, to the order of the
           Tenant.

4.4.2      The Tenant will indemnify the Landlord against any liability incurred
           by it to any third party whose property has been sold by the Landlord
           in the bona fide mistaken  belief (which is to be presumed unless the
           contrary is proved)  that it belonged to the Tenant and was liable to
           be dealt with as such under this clause 4.4.

4.5        Notices, consents and approvals

4.5.1      Any notice served under or in connection  with this Lease is to be in
           writing and to be treated as properly  served if  compliance  is made
           with either the  provisions of section 196 of the Law of Property Act
           1925 (as  amended  by the  Recorded  Delivery  Service  Act  1962) or
           section 23 of the Landlord and Tenant Act 1927.

4.5.2      Any consent or approval required under this Lease shall be in writing
           and shall be obtained  before the act or event to which it applies is
           carried out or done and shall be effective only if it is in such form
           and upon such  terms as the party  giving it  properly  requires  and
           contains  the  statement  "this is the form of  consent  or  approval
           required by the lease pursuant to which it is granted".

4.6        Services

4.6.1      It is hereby  agreed  between the parties with regard to the Services
           in respect of the Estate to be provided by the Management Company the

                                      -22-
<PAGE>

           Tenant shall not be required  through the Service  Charge to make any
           payments or  contributions  at any time with regard to the  following
           matters:

           (a)       the cost  charges and  expenses in bringing the Main Estate
                     Road up to adoption  standard,  in remedying any defects or
                     carrying  out any works  required by the highway  authority
                     prior to its adoption and in relation to its adoption; and

           (b)       the  maintenance  and repair of foul and storm water sewers
                     referred to in the draft Section 104 Agreement submitted in
                     1996 and to be made between  Birmingham  International Park
                     Limited  (1)  Barclays  Bank  Plc (2) and the  Metropolitan
                     Borough of Solihull (3)

4.6.2      It is hereby  agreed  between the parties that the Landlord  will not
           include in the service charge or the Landlord's  Services any capital
           costs relating to the initial construction or development of any part
           of the Development.

4.6.3      For the avoidance of doubt it is agreed  between the parties that for
           the  purposes  of  Schedule  4  the  expressions  "Account"  "Advance
           Payment"  "Expenditure"  "Management  Company"  "Service  Charge" and
           "Services"  relate  to the  Services  on the  Estate  and  not to the
           Development Service Charge.

5.         Landlord's covenants

           The Landlord covenants with the Tenant as follows.

5.1        Quiet enjoyment

           That the Tenant,  paying the rents  reserved by, and  performing  the
           Tenant's  covenants in this Lease,  may lawfully and peaceably  enjoy
           the Premises throughout the Term without interruption by the Landlord
           or by any person lawfully claiming through, under or in trust for the
           Landlord.

5.2        To comply  with all the  covenants  and  conditions  relating  to the
           Estate in so far as the same  relate to the  Development  and are not
           the  responsibility  of the Tenant or any other tenant or occupier of
           the Development.

5.3        The  Landlord  agrees with the Tenant that it will if required by the
           Tenant in  writing  take such  action as the  Tenant  may  reasonably
           require to enforce  against  the  Management  Company  the  covenants
           conditions and rights contained or referred to in the transfer of the
           Development  dated 31st March 2000 and made  between the Landlord and
           Birmingham  International  Park (2000)  Limited in so far as the same
           relate to and affect the Estate the  Premises or the  Service  Charge
           subject to the Tenant  paying


                                      -23-
<PAGE>

           the  Landlord's   reasonable  and  proper  costs  of  enforcing  such
           covenants conditions and rights.

6.         Obligations in schedules to this Lease

           The Landlord and the Tenant mutually  covenant to observe and perform
           their respective obligations and the conditions in the schedules.

7.         Expert determination

7.1        In this  Lease,  where any issue is  required to be dealt with by, or
           submitted  for the  determination  of,  an  independent  expert,  the
           following  provisions  of this  clause are to apply  but,  in case of
           conflict  with  other  provisions  specifically  relating  to  expert
           determination  elsewhere in this Lease, those other provisions are to
           prevail to the extent of the conflict.

7.2        The expert is to be  appointed  by the  parties  jointly,  or if they
           cannot or do not agree on the appointment,  appointed by whichever of
           the following is appropriate:

7.2.1      the president from time to time of the Royal Institution of Chartered
           Surveyors; or

7.2.2      the  president  from  time  to  time of the  Institute  of  Chartered
           Accountants in England and Wales;

           or in either  case the duly  appointed  deputy of the  president,  or
           other person authorised by him to make appointments on his behalf.

7.3        The  person  so  appointed  is to act  as an  expert,  and  not as an
           arbitrator.

7.4        The expert so  appointed  must  afford the  parties  the  opportunity
           within such a reasonable and proper time limit as he may stipulate to
           make  representations  to him  (accompanied  by  professional  rental
           valuations,  reports or other  appropriate  evidence in the  relevant
           circumstances)  and  permit  each  party to make  submissions  on the
           representations of the other.

7.5        The  fees  and  expenses  of the  expert,  including  the cost of his
           nomination,  are to be borne as the  expert  may  direct  (but in the
           absence of such a  direction,  by the parties in equal  shares),  but
           (unless they  otherwise  agree) the parties will bear their own costs
           with respect to the determination of the issue by the expert.

7.6        One party may pay the costs  required to be borne by another party if
           they  remain  unpaid for more than 21 days after they  become due and
           then recover  these and any  incidental  expenses  incurred  from the
           other party on demand.

                                      -24-
<PAGE>

7.7        If the expert  refuses to act,  becomes  incapable of acting or dies,
           the  Landlord or the Tenant may request  the  appointment  of another
           expert in his stead under clause 7.2.

7.8        The  determination  of the  independent  expert,  except  in  case of
           manifest error, is to be binding on the Landlord and the Tenant.

7.9        Where  in  clauses  3.3.2  and  3.9.3  and  in  the   definitions  of
           Development Service Charge and Service Charge Percentage in Part 1 of
           Schedule  4 a  matter  is to be  determined  by the  Landlord  or the
           Landlord's  surveyor the Tenant  shall be entitled  within 20 working
           days of such  determination to dispute such determination and in such
           circumstances the dispute shall be referred to an independent  expert
           and the provisions of this clause 7 shall apply

7.10       If the base rate of Barclays  Bank Plc ceases to be published and the
           Landlord  designates  another  comparable  rate,  the Tenant shall be
           entitled  within 20  working  days of such  comparable  rate being so
           designated  to  dispute  such  rate  and in  such  circumstances  the
           comparable  rate of interest  shall be such rate as is  determined or
           agreed by an independent expert in accordance with clause 7

8.         Covenant status of this Lease

           This Lease is a new  tenancy  within the  meaning of section 1 of the
           Landlord and Tenant (Covenants) Act 1995.

9.         Contracts (Rights of Third Parties) Act 1999

9.1        Unless the right is  expressly  granted,  it is not  intended  that a
           third party has a right to enforce a provision of the Lease  pursuant
           to the Contracts (Rights of Third Parties) Act 1999.

9.2        The parties may rescind or vary the  provisions of this Lease without
           the consent of a third party to whom a right of enforcement  has been
           expressly granted.

10.        Jurisdiction

10.1       This Lease will in all  respects  be  governed  by and  construed  in
           accordance with English law and the parties irrevocably submit to the
           jurisdiction of the English courts

10.2       The  Tenant's  address in England  for  service  of all  notices  and
           proceedings is 2nd Floor Concorde House Trinity Park  Birmingham West
           Midlands B37 7EC

Delivered as a deed on the date of this document.

                                      -25-
<PAGE>

                                   SCHEDULE 1
                                  The Premises

           The  land  shown  edged  red  on  Plan 1  forming  part  of the  land
           registered  at H M  Land  Registry  and  comprised  in  title  number
           WM719791 being land abutting the south side of Starley Way and to the
           west of  Bickenhill  Lane,  Solihull,  West Midlands and of which the
           Landlord is registered as proprietor with absolute title and on which
           the building known as Geneva House is constructed.

                                     Part 2
                           Rights enjoyed with demise

1.         A right of way in common with the Landlord,  the  Management  Company
           and all others  from time to time so  entitled  for the  Tenant,  its
           lessees,  employees,  licensees and others authorised by them to pass
           and repass with or without  vehicles for all purposes  connected with
           the use and  enjoyment of the Premises over and along the Main Estate
           Road and the  Development  Road until (if ever)  they are  adopted as
           public highways.

2.         The right in common with the  Landlord,  the  Management  Company and
           others from time to time so  entitled  to the free and  uninterrupted
           use of and the passage of the  Utilities  through  the Service  Media
           which now are or may during the Perpetuity Period be in under or over
           the Main Estate Road, Development Road or other Common Parts, but the
           Landlord  or the  Management  Company  may  change  the routes of the
           Service  Media  unless and to the extent that it would  interrupt  or
           interfere with the exercise of the right now granted.

3.         The right of lateral and subjacent  support and  protection  from the
           remainder of the Estate and any  adjoining or  neighbouring  land for
           the Premises.



                                     Part 3
                           Exceptions and reservations

1.         The right to enter upon the  Premises (on giving  reasonable  notice)
           with employees , agents, contractors, plant and equipment in order to
           lay, make,  inspect,  clean,  repair and renew foul and surface water
           sewers and drains and/or Service Media serving or to serve the Estate
           and/or any adjoining or neighbouring land, but the persons exercising
           the right  are to make good all  physical  damage  occasioned  in the
           exercise  of the right  PROVIDED  THAT this right shall not extend to
           the laying of any such



                                      -26-
<PAGE>

           sewers and drains and/or Service Media under any buildings erected on
           the Premises.

2.         The right to connect the sewers, drains and Service Media referred to
           in  paragraph 1 above to any sewers,  drains and Service  Media on or
           under the  Premises  of suitable  capacity,  and the right to use any
           sewers, drains and Service Media on or under the Premises.

3.         The right for the Landlord,  in common with the Tenant and all others
           having the like right, to the free and  uninterrupted  use of and the
           passage of the Utilities  through  Service Media which now are or may
           at any time  during  the  Perpetuity  Period  be in under or over the
           Premises.

4.         The right of lateral and subjacent  support and  protection  from the
           Premises  for  the  remainder  of the  Estate  and any  adjoining  or
           neighbouring land.

5.         The right to erect or permit to be  erected  any  buildings  or other
           structures,  and to alter any building or other structure  erected on
           the Estate or the Retained  Land or the  Development  notwithstanding
           obstruction or interference  with the passage and access of light and
           air to any building now or in the future on the Premises, and so that
           light and air enjoyed by the Premises  over any part of the Estate or
           the Main Estate Road,  or the  Development  Road are to be enjoyed by
           the licence or consent of the Landlord and not as of right.

6.         All rights of entry upon the Premises referred to in clauses 3 and 4.

7.         The right (where  necessary or where a third party is exercising  its
           rights) to close the Main  Estate Road and the  Development  Road for
           the  purposes  of  effecting   repairs   renewals   improvements  and
           maintenance  and for  obtaining  access to any  Utilities  Conducting
           Media or Service Media and for any other reasonable purpose including
           the right to erect  scaffolding  and all necessary  ancillary  rights
           provided that the erection of such  scaffolding  does not involve the
           whole of the Main Estate Road or the Development Road.
<TABLE>

                                     Part 4
                                  Encumbrances
<CAPTION>

                 Date           Description of document                     Parties

<S>                               <C>                         <C>


                                      -27-
<PAGE>

             26.04.1994           Deed                        BDS Properties Limited (1)  BDS
                                                              Investments Limited (2)  Metropolitan
                                                              Borough of Solihull (3)

             16.09.1994           Supplemental Deed           BDS Properties Limited (1)  BDS
                                                              Investments Limited (2)  Metropolitan
                                                              Borough of Solihull (3)
</TABLE>



                                      -28-
<PAGE>

                                   SCHEDULE 2
                                  Rent reviews

1.         The review dates

           The yearly  rent  payable  under this Lease is to be  reviewed on the
           expiry of the fifth and tenth years of the Term  (referred to in this
           schedule as the review  dates and the  relevant  review date shall be
           construed  accordingly)  and with  effect  on and  from the  relevant
           review date, the reviewed rent (as agreed or determined in accordance
           with this  schedule) is to become payable as the yearly rent reserved
           by this Lease.

2.         Upward-only rent reviews

           The reviewed rent is to be the greater of:

2.1        the yearly rent reserved under this Lease  immediately  preceding the
           relevant  review date  (ignoring for this purpose any deduction  from
           suspension of or abatement of rent arising pursuant to paragraph 6 of
           schedule 3 or by virtue of any statutory or extra statutory provision
           or by agreement  between the parties or in  consequence of any lawful
           deduction  from  rent  made by the  Tenant  or for any  other  reason
           whatsoever); and

2.2        the market rent of the Premises at the relevant review date.

3.         The market rent

           For the purposes of this Lease, the expression  market rent means the
           yearly rent at which the Premises  might  reasonably  and properly be
           expected  to be let in the open  market  by a willing  landlord  to a
           willing tenant:

3.1        with vacant possession;

3.2        for a term of 10 years from the  relevant  review  date having a rent
           review, in the same terms as this Lease, at the expiry of each period
           of five years throughout the term;

3.3        without the payment of a premium by the willing tenant; and

3.4        subject to the provisions of this Lease, other than the length of the
           term and the amount of rent, but including these  provisions for rent
           review;

           but on the  assumption,  if not the fact, that at the relevant review
           date:

3.5        the Premises have been fitted out ready for  occupation and immediate
           use for the willing  tenant's  business  so that the  willing  tenant
           would not


                                      -29-
<PAGE>

           require a rent or other  allowance  at the  relevant  review date for
           that purpose (but this  assumption  does not affect the  operation of
           paragraph 4.3);

3.6        in case the  Premises  or the  Estate  or the  Development  have been
           destroyed  or damaged (or the  Premises  have been made unfit for use
           and  occupation  by reason of damage to the Building or the Estate or
           the Development) they have been fully reinstated (or rendered fit for
           use and occupation);

3.7        the Premises and the building are in a state of full repair  required
           by this  Lease  and the  covenants  of the  Tenant  have  been  fully
           observed and performed;

3.8        there  is  not  in  operation  any  statute,   order  or  instrument,
           regulation  or  direction  which  has the  effect  of  regulating  or
           restricting  the amount of rent of the Premises which might otherwise
           be payable;

3.9        the Premises may be lawfully used throughout the Term as offices; and

4.         Matters to be disregarded

           In agreeing or determining the market rent, the effect upon it of the
           following matters are to be disregarded:

4.1        the occupation of the Premises by the Tenant;

4.2        any goodwill attached to the Premises by reason of the carrying on at
           the Premises of the business of the Tenant;

4.3        any  improvements to the Premises made by the Tenant with the consent
           of the Landlord other than those:

4.3.1      made in pursuance of an obligation to the Landlord;

4.3.2      completed by the Tenant more than 21 years before the relevant review
           date; or

4.3.3      for which the Landlord has made a financial contribution;

4.4        any works carried out by the Tenant which have  diminished the market
           rent; and

4.5        any works  carried out by the Tenant prior to the grant of this Lease
           including  the Works (as defined in a licence for  alterations  to be
           entered into between the  Landlord and the Tenant  immediately  after
           completion of this Lease);

                                      -30-
<PAGE>

           and  in  this  paragraph  4,  reference  to  "the  Tenant"   includes
           predecessors-in-title  to the Tenant, and subtenants of the Tenant or
           of the predecessors-in-title of the Tenant.

5.         Procedure for determination of market rent

5.1        The Landlord and the Tenant are to endeavour to agree the market rent
           at any time not  being  earlier  than 6 months  before  the  relevant
           review date, but if they have not agreed the market rent three months
           before the  relevant  review date the amount of the market rent is to
           be determined by reference to the arbitration of an arbitrator

5.2        The  arbitrator  shall be  nominated  by the  Landlord and the Tenant
           jointly,  but,  if they  cannot  or do not do so,  then he  shall  be
           nominated  by  the   president  for  the  time  being  of  the  Royal
           Institution of Chartered  Surveyors on the application  either of the
           Landlord or of the Tenant.

5.3        The reference to and award of the arbitrator shall be governed by the
           Arbitration Act 1996

5.4        The  arbitrator  nominated is to be a chartered  surveyor  having not
           less than ten years'  experience  of leasehold  valuation of property
           being put to the same or similar use as the  Premises and of property
           in the same region in which the Premises are situated.

5.5        If the  arbitrator  refuses to act,  becomes  incapable  of acting or
           dies,  the  Landlord  or the Tenant may request  the  appointment  of
           another arbitrator as provided in paragraph 5.1

6.         Time limits

           Time is not of the essence in agreeing or  determining  the  reviewed
           rent or of appointing an arbitrator

7.         Rental adjustments

7.1        If the market rent has not been agreed or  determined  in  accordance
           with the provisions of this schedule before the relevant review date,
           then,  until the market  rent has been so agreed or  determined,  the
           Tenant will  continue to pay, on account,  rent at the rate of yearly
           rent payable immediately before the relevant review date.

7.2        The Tenant will pay to the Landlord, within seven days after the time
           that the market  rent has been agreed or  determined,  all arrears of
           the reviewed rent which have accrued in the  meantime,  with interest
           equal  to  the  base  rate  of  Barclays  Bank  PLC  on  each  of the
           instalments  of the  arrears  from



                                      -31-
<PAGE>

           the time that it would have  become  due if the market  rent had then
           been agreed or determined  until payment  becomes due from the Tenant
           to the Landlord under this paragraph 7.2.

8.         Reviewed rent reserved in phases

           The  Landlord  and the Tenant may, at any time before the market rent
           is determined by an arbitrator, settle the reviewed rent in more than
           one amount  and agree to reserve  the  amounts  increasing  in phases
           until the next review date or, if none, the expiry of the Term.

9.         Memorandum of rent review

           The parties shall cause a memorandum of the reviewed rent duly signed
           by the Landlord and the Tenant to be endorsed on or securely  annexed
           to this Lease and the counterpart of this Lease.

                                      -32-
<PAGE>

                                   SCHEDULE 3
                              Insurance provisions

1.         Insured Risks

1.1        Insured Risks means the risks and other  contingencies  against which
           the Premises are required to be, or which may be,  insured under this
           Lease,  but subject to any exclusions,  limitations and conditions in
           the policy of insurance.

1.2        Insured  Risks  include   (without   limitation)   fire,   lightning,
           explosion,  storm, tempest,  flood, bursting and overflowing of water
           tanks,  apparatus  or pipes,  earthquake,  aircraft  (but not hostile
           aircraft)  and  devices   dropped  from  aircraft,   riot  and  civil
           commotion,  subsidence,  and such  other  risks as the  Landlord  may
           consider it prudent to insure.

1.3        If a risk or  contingency  itemised,  or  otherwise  included,  as an
           Insured  Risk,  can no longer be insured or can only be insured at an
           uneconomic rate, the risk or contingency shall cease to be treated as
           an  Insured  Risk  from the time  that  cover  is  withdrawn  and the
           Landlord has notified the Tenant of its withdrawal.

2.         Tenant's liability for insurance premiums

2.1        The Tenant will pay to the Landlord on demand the insurance  premiums
           incurred by the Landlord.

2.2        Insurance premiums are to include all monies expended, or required to
           be  expended by the  Landlord  in  effecting  and  maintaining  cover
           against:

           2.2.1      Insured Risks;

           2.2.2      three years' loss of rent insurance;

           2.2.3      such professional fees as may  be incurred  in  connection
                      with rebuilding or reinstatement of the Premises;

           2.2.4      the  costs  of  demolition, shoring up, and site clearance
                      works;

           2.2.5      third-party and public liability risks; and

           2.2.6      value added tax liability on such items.

2.3        The  insurance  cover may take into account  cover for the effects of
           inflation and escalation of costs and fees,  the Landlord's  estimate
           of the market  rent of the  Premises  as defined in schedule 2 in the
           context of ensuing rent reviews and the termination of the Lease.

                                      -33-
<PAGE>

3.         Tenant's obligations in relation to insurance cover

3.1        The Tenant will not do anything which may render void or voidable the
           insurance  of the  Landlord  on  the  Premises  or  which  may  cause
           insurance premiums to be increased.

3.2        The  Tenant  will  provide  efficient  fire  extinguishers  of a type
           required by law and (if  required)  approved by the fire  officer and
           will  adopt  such  other  precautions  against  Insured  Risks as the
           Landlord's  insurers  require  and which are normal in  relation to a
           comprehensive insurance policy

3.3        If the  insurance  of the Landlord is vitiated in whole or in part in
           consequence of an act or omission of the Tenant, persons occupying or
           enjoying  the use of the  Premises  through or under the  Tenant,  or
           their respective employees,  workmen,  agents or visitors, the Tenant
           will pay to the  Landlord  on demand a sum equal to the amount of the
           insurance  monies which have become  irrecoverable  in consequence of
           that act or omission.

3.4        The Tenant may not insure the Premises  for any of the Insured  Risks
           in such a manner as would  permit  the  insurer  of the  Landlord  to
           average the proceeds of insurance or cancel insurance cover.

3.5        The Tenant will notify the Landlord  immediately of the occurrence of
           damage to the Premises by any of the Insured Risks.

3.6        If the Premises are damaged by Insured Risks,  the Tenant will pay to
           the  Landlord on demand the amount of any  uninsured  excess to which
           the insurance cover of the Landlord is subject.

3.7        The  obligations of the Tenant to repair,  and to yield up in repair,
           the  Premises,  are to  remain  operative  to  the  extent  that  the
           insurance of the Landlord in respect of Insured  Risks is vitiated or
           insurance  monies are withheld by reason of an act or omission of the
           Tenant, persons occupying or enjoying the use of the Premises through
           or under the Tenant, or their respective employees,  workmen,  agents
           or visitors, but do not otherwise operate in respect of damage to the
           Premises by Insured Risks.

3.8        The Tenant will pay the reasonable and proper cost of the revaluation
           of the Premises for insurance purposes whenever  reasonably  required
           by the Landlord provided such revaluation do not take place more than
           once a year.

4.         Landlord's obligation to insure and reinstate

4.1        The Landlord will keep the Premises insured with an insurer of repute
           against  Insured  Risks and other items  referred to in paragraph 2.2
           for the



                                      -34-
<PAGE>

           full cost of  reinstatement,  subject to such uninsured excess as the
           insurer may reasonably and properly apply.

4.2        Following  damage to or  destruction  of the  Premises  by an Insured
           Risk, the Landlord will diligently  apply, or procure the application
           of,  the  proceeds  of  the  insurance  covering   reinstatement  and
           rebuilding  costs  for  those  purposes,   and  will  make  good  any
           deficiency in the proceeds of the insurance out of its own resources.

4.3        The obligations of the Landlord in paragraph 4.2 do not apply:

4.3.1      if the  Landlord  is unable,  after using its  reasonable  and proper
           endeavours to do so, to obtain any requisite  planning  permission or
           other consents for the reinstatement or rebuilding of the Premises or
           of a building of similar size, character and amenity;

4.3.2      if the  Landlord's  insurance  is  vitiated  by  reason  of an act or
           omission of the Tenant,  persons occupying or enjoying the use of the
           Premises through or under the Tenant, or their respective  employees,
           workmen,  agents or visitors unless and until the Tenant has paid all
           sums due from it under paragraph 3.3; or

4.3.3      if this Lease is, or is to be, determined under paragraph 7

4.4        Where the Premises are substantially damaged or destroyed, the Tenant
           may not object to the  reinstatement or rebuilding of the Premises in
           a form which is not identical to the Premises  immediately before the
           damage or  destruction  occurred,  if the Premises as  reinstated  or
           rebuilt are of at least an equivalent or similar standard, and afford
           amenities  which are not inferior to or deficient  from those enjoyed
           by the Tenant before the damage or destruction.

5.         Landlord's obligations in relation to insurance

5.1        The Landlord will use its reasonable and proper endeavours to procure
           that its insurers waive entitlement to rights of subrogation  against
           the Tenant,  persons  occupying  or enjoying  the use of the Premises
           through  or under  the  Landlord,  and  their  respective  employees,
           workmen, agents or visitors.

5.2        The  Landlord  will  provide the Tenant with a copy of its  insurance
           policies (or other  evidence of the  conditions  of insurance) on the
           Premises,  and (at the request of the Tenant)  with a receipt for the
           payment  of the  last  premium  or  other  evidence  of  renewal  and
           up-to-date details of the amount of cover.

5.3        The Landlord  will  promptly  notify the Tenant of any changes in its
           insurance cover or of the terms on which cover has been effected.

                                      -35-
<PAGE>

5.4        The  Landlord may retain any  discount on the  insurance  premiums or
           commission offered to it by its insurer for its exclusive benefit.

6.         Suspension of Rent

6.1        Paragraph 6.2 applies if the Premises are at any time during the Term
           so damaged by an Insured  Risk as to render the  Premises or any part
           of  them  unfit  for  occupation,  use or  enjoyment,  except  in the
           circumstances referred to in paragraph 4.3.2.

6.2        The  rent and  additional  rent  reserved  by this  Lease,  or a fair
           proportion  of them  according to the nature and extent of the damage
           sustained,  shall be  suspended  and  cease to be  payable  until the
           Premises  (excluding  fitting-out  works and replacement of contents)
           have been reinstated and made fit for occupation, use and enjoyment.

6.3        A  dispute  as to the  amount  of the  abatement  of the  rent or the
           duration of the period of  abatement  is to be  submitted to a single
           arbitrator,  by whose decision the parties are to be bound, who is to
           be appointed  by the parties  jointly or, if they do not agree on the
           appointment,  by the  president  for  the  time  being  of the  Royal
           Institution  of Chartered  Surveyors (at the request of either party)
           and the  arbitration  is to be conducted  under the  Arbitration  Act
           1996.

7.         Option to determine

           If for  any reason beyond  the control  of  the  Landlord  it  proves
           impracticable to commence rebuilding or reinstatement of the Premises
           within two years of the damage by an Insured  Risk,  the Landlord may
           within twelve months thereafter terminate this Lease by giving to the
           Tenant written notice to that effect.

8.         Retention of insurance proceeds

           On the  termination of this Lease under paragraph 7, or if this Lease
           is terminated by the  operation of the doctrine of  frustration,  the
           Landlord  shall be entitled to retain the proceeds of  insurance  for
           its exclusive benefit.

                                      -36-
<PAGE>

                                   SCHEDULE 4
                            Service charge provisions

                                     Part 1
                                   Definitions

In this  Schedule,  the  following  words  and  expressions  have the  following
meanings unless the context otherwise requires:

           Accountant                           a   suitably    qualified    and
                                                experienced  person appointed by
                                                the   Management    Company   to
                                                perform   the   function  of  an
                                                accountant  in  relation  to the
                                                Expenditure     (including    an
                                                employee   of   the   Management
                                                Company  or of a  member  of the
                                                same group of  companies as that
                                                term is defined in Section 42 of
                                                the   Landlord  and  Tenant  Act
                                                1954);

           Advance Payment                      a quarterly  payment as referred
                                                to in  paragraph  1 of Part 3 of
                                                this schedule;

           Computing  Date                      December  in every  year or such
                                                other  date  as  the  Management
                                                Company  and/or the Landlord may
                                                from time to time designate;

          Development Advance Payment           a quarterly  payment as referred
                                                to in  paragraph  3 of part 3 of
                                                this schedule;

                                      -37-
<PAGE>

          Development Common Parts              the  parts  of  the  Development
                                                comprising the Development  Road
                                                (to the  extent  that  they have
                                                not been adopted as maintainable
                                                at  the  public  expense),   and
                                                landscaped  areas  which are not
                                                the    responsibility    of   an
                                                individual  owner or occupier of
                                                part  of  the   Estate   or  the
                                                Management Company and all other
                                                areas ways and  amenities in the
                                                Development      provided     or
                                                designated  from time to time by
                                                the  Landlord for common use and
                                                enjoyment   by  the  owners  and
                                                occupiers  of  the   Development
                                                (including any Conducting  Media
                                                which  do not  form  part of the
                                                Service   Media   and   are  not
                                                demised  to  the  Tenant  or any
                                                other      tenant     of     the
                                                Development), and each and every
                                                part of them,  which are not the
                                                responsibility of the Management
                                                Company;

          Development Service Charge            a  fair  and  proper  proportion
                                                attributable to the Premises (to
                                                be  conclusively  determined  by
                                                the  Landlord or the  Landlord's
                                                surveyor by a comparison  of the
                                                plot area of the  Premises  with
                                                the  aggregate  plot area of the
                                                buildings     (including     the
                                                Premises)  from  time to time in
                                                the  Development) of the cost to
                                                the  Landlord of  providing  the
                                                Landlord's  Services,  including
                                                reasonable and proper management
                                                costs, fees,  salaries,  charges
                                                and  expenses and the expense of
                                                cleaning,  lighting,  repairing,
                                                renewing,            decorating,
                                                maintaining  and where necessary
                                                rebuilding   any  party   walls,
                                                fences,     gutters,     drains,
                                                roadways,   pavements,  entrance
                                                ways,   stairs   and   passages,
                                                access  ways and  service  areas
                                                which  are  or may  be  used  or
                                                enjoyed  by an  occupier  of the
                                                Premises   in  common  with  any
                                                other person or persons;

                                      -38-
<PAGE>

          Expenditure                           the aggregate of all  reasonable
                                                costs    fees    expenses    and
                                                outgoings  properly  incurred by
                                                the   Management    Company   in
                                                providing the Services including
                                                bank   charges,    interest   on
                                                borrowings   from  a   reputable
                                                clearing    bank    at    normal
                                                commercial rates and Value Added
                                                Tax which is not recoverable;

                                                such  sums  as  the   Management
                                                Company  reasonably  and  fairly
                                                considers prudent to reserve for
                                                future      and      anticipated
                                                Expenditure  from  time  to time
                                                whether or not for  periodically
                                                recurring items; and

                                                such  other sums (if any) as are
                                                required   to  be   treated   as
                                                Expenditure under this schedule;

          Financial Year                        the period  from the [ ] to (and
                                                including)  the first  Computing
                                                date and thereafter  between two
                                                consecutive    Computing   Dates
                                                (excluding    the    first   but
                                                including  the second  Computing
                                                Date in the period);

          Landlord's Services                   the services  which the Landlord
                                                covenants  to  provide in Part 5
                                                of  this  schedule  and  as  are
                                                listed   in   Part  6  of   this
                                                schedule

          Services                              the services  which the Landlord
                                                covenants  in  Part  2  of  this
                                                schedule    to    procure    the
                                                Management  Company provides and
                                                as are  listed in Part 4 of this
                                                schedule;

          Service Charge                        the Service Charge Percentage of
                                                the  Expenditure  subject to the
                                                agreed  deductions in respect of
                                                the Premises in accordance  with
                                                clause 4.6.1;

                                      -39-
<PAGE>

          Service Charge Percentage             a  fair  and  proper  proportion
                                                attributable to the Premises (to
                                                be determined by the Landlord or
                                                the  Landlord's  surveyor  by  a
                                                comparison  of the plot  area of
                                                the Premises  with the aggregate
                                                plot   area  of  the   buildings
                                                (including  the  Premises)  from
                                                time to time on the Development)


                                     Part 2
                Landlord's covenants in relation to the Services

1.         Subject to  paragraph 4 of this Part of this  schedule  the  Landlord
           covenants with the Tenant to procure the Management  Company provides
           the Services set out in Part 4 in accordance  with the  principles of
           good estate management, but:

1.1        neither  the  Landlord  nor  the  Management  Company  is to be  held
           responsible  for  damage  caused by any want of repair to, or defects
           in, the Common  Parts  unless and until notice in writing of the want
           of repair or defect has been given to the Landlord and the Management
           Company (whether by the Tenant or the lessee or occupier of any other
           part of the  Estate)  and the  Management  Company has failed to make
           good or remedy the want of repair or defect within a reasonable  time
           after receipt of the notice or (in case of  emergency)  has failed to
           effect such temporary repair as may be practicable;

1.2        nothing  in this  covenant  prejudices  the  right of the  Management
           Company  or the  Landlord  to  recover  from the  Tenant or any other
           person  the  amount  or value of any loss or  damage  suffered  by or
           caused to the Management  Company or the Landlord or the Common Parts
           by the  negligence or other  wrongful act or default of the Tenant or
           other person;

1.3        in supplying the Services, the Management Company may employ managing
           agents  contractors or such other suitably  qualified  persons as the
           Management  Company may from time to time reasonably think fit, whose
           reasonable and proper fees, salaries, charges and expenses (including
           any  irrecoverable   Value  Added  Tax)  are  to  form  part  of  the
           Expenditure;

2.         The Management  Company is not to be liable for any injury to or loss
           or  damage  suffered  by the  Tenant or its  successors  in title the
           owners and occupiers of the Premises or any part thereof caused by:

2.1        breakdown, absence, failure or insufficiency of the Services; or

2.2        defect in the Service Media or plant,  machinery or apparatus used in
           connection with the provision of the Services; unless

                                      -40-
<PAGE>

2.3        the injury loss or damage is covered by, and the  Management  Company
           receives,  payment  under a policy  of  insurance  effected  by it in
           respect of that risk; or

2.4        the injury loss or damage arises out of the failure of the Management
           Company to comply with paragraph 2 of this Schedule; or

2.5        the  breakdown,  absence,  failure,  interruption,  insufficiency  or
           defect could reasonably have been prevented or its effect ameliorated
           by the  exercise  by  the  Management  Company  of  reasonable  care,
           attention,  diligence and skill or those  undertaking the Services on
           its behalf.

3.         The  Landlord is not to be liable for any injury to or loss or damage
           suffered  by the  Tenant or its  successors  in title the  owners and
           occupiers of the Premises or any part thereof caused by:

3.1        breakdown, absence, failure or insufficiency of the Services; or

3.2        defect in the Service Media or plant,  machinery or apparatus used in
           connection with the provision of the Services;

4.         The Management  Company may at its discretion  withhold add to extend
           vary or make any alterations to any of the Services from time to time
           if the Management  Company reasonably deems it desirable to do so for
           the more efficient management security and operation of the Estate or
           for the comfort of the owners and occupiers of the Estate generally.

5.         The Landlord shall procure the Management Company uses its reasonable
           endeavours to remedy or make good any  breakdown,  absence,  failure,
           insufficiency  or defect of the  Services  or Service  Media or other
           plant machinery or apparatus  referred to in paragraph 2 of this Part
           of this  schedule,  for which the  Management  Company is responsible
           pursuant to an obligation to the Landlord,  within a reasonable  time
           after  becoming  aware  of it,  but  neither  the  Landlord  nor  the
           Management Company is to be held liable under this covenant:

5.1        for anything which the Tenant  covenants to repair or make good under
           this Lease; or

5.2        to the extent  that the policy  money due to the  Management  Company
           under  any  relevant  insurance  policy  effected  by the  Management
           Company in respect of that matter has been  wholly or partly  refused
           or  withheld  in  consequence  of some act  neglect or default of the
           Tenant its subtenants or its or their or employees or agents or other
           persons under its or their control.

6.         The Landlord shall procure the Management Company prepares as soon as
           possible after,  and in any event no later than four months after the
           end of, each  Financial  Year,  accounts  certified by the Accountant
           showing the

                                      -41-
<PAGE>

           Expenditure  for that Financial Year and containing a fair summary of
           the various items  comprising the  Expenditure  and shall procure the
           Management  Company supplies a copy of the accounts to the Tenant and
           makes  available the vouchers  supporting  such summary to the Tenant
           (by prior appointment) for inspection, but:

6.1        if the receipts recovered by the Management Company in respect of any
           Financial  Year,  after  making  all  proper   provisions   including
           provision  for bad or  doubtful  debts,  is or would be less than its
           expenditure  and outgoings,  the  Management  Company may include the
           amount of the shortfall in the  Expenditure  for that or a subsequent
           Financial Year;

6.2        if and to the extent that the  shortfall is due to a provision  for a
           bad or  doubtful  debt  owed to the  Management  Company  by an owner
           lessee or occupant  of any of the part of the Estate or other  person
           liable to contribute to the Expenditure,  the Management  Company may
           apportion the shortfall  among the other persons liable to contribute
           to Expenditure  but only in the proportions in which they are between
           themselves liable so to contribute,  and any amount so apportioned to
           the Tenant  shall be included in the  Service  Charge  payable by the
           Tenant in respect of that or a subsequent Financial Year;

6.3        if the  debt or part of it is later  recovered,  the  Landlord  is to
           repay to the  Tenant a due  proportion  of the  amount  the  Landlord
           receives  from the  Management  Company by way of  repayment  of that
           debt;

7.         If the total extent of property enjoying, or capable of enjoying, the
           benefit  of  any of the  Services  is  increased  or  decreased  on a
           permanent  basis,  or  extended on a like basis to any  adjoining  or
           neighbouring  property and the percentage of the Expenditure  payable
           to the Management  Company by the Landlord  pursuant to an obligation
           to  the  Management   Company  is  varied  then  the  Service  Charge
           Percentage  shall be varied with effect from the date the  percentage
           payable by the Landlord is varied and the percentage  variation shall
           be  determined  by the Landlord or the  Landlord's  surveyor  (acting
           reasonably)

8.         The Landlord  shall procure the  Management  Company uses  reasonable
           endeavours  to recover  sums  expended or  liability  incurred in the
           Financial  Year in which it expends the sum or incurs such  liability
           or in the next following  Financial  Year but the Management  Company
           and the Landlord is nevertheless  not precluded from recovering it in
           a subsequent Financial Year

                                      -42-
<PAGE>

                                     Part 3
                               Tenant's Covenants

           The Tenant covenants with the Landlord:

1.         On each  of the  usual  quarter  days in  every  year,  to pay to the
           Landlord on account of the Service  Charge for that  Financial Year a
           quarter  of such  sum as the  Landlord  has  specified  as a fair and
           reasonable  estimate of the Service  Charge for that  Financial  Year
           based  on  the  Expenditure  for  the  previous  Financial  Year  and
           anticipated Expenditure in the current Financial Year

2.         If the Service Charge for a Financial Year:

2.1        exceeds the total  Advance  Payments made by the Tenant in respect of
           it, to pay the excess to the Landlord on demand; or

2.2        is less than the total Advance Payments made by the Tenant in respect
           of it, the  overpayment  will be credited  to the Tenant  against the
           next  Advance  Payment  and  (if  appropriate)   subsequent   Advance
           Payments.

3.         On each  of the  usual  quarter  days in  every  year,  to pay to the
           Landlord  on  account  of the  Development  Service  Charge  for that
           Financial Year a quarter of such sum as the Landlord has specified as
           a fair and reasonable  estimate of the Development Service Charge for
           that Financial Year.

4.         If the Development Service Charge for a Financial Year:

4.1        exceeds the total Development  Advance Payments made by the Tenant in
           respect of it, to pay the excess to the Landlord on demand; or

4.2        is less  than the  total  Development  Advance  Payments  made by the
           Tenant in respect  of it, the  overpayment  will be  credited  to the
           Tenant  against  the  next   Development   Advance  Payment  and  (if
           appropriate) subsequent Development Advance Payments.

5.         To pay Interest on demand on any sum  properly  payable by the Tenant
           pursuant  to this Part of this  schedule  which is not paid within 14
           days after it becomes due.

                                     Part 4
                                  The Services

1.         Keeping the  Structural  Landscaping in a neat and tidy condition and
           properly  cultivated  and tending and renewing all plants  shrubs and
           trees within the Structural Landscaping as reasonably necessary.

2.         Maintaining  repairing and when necessary renewing the Common Parts.

                                      -43-
<PAGE>

3.         Sweeping,  cleaning,  de-icing  and gritting the Main Estate Road and
           keeping the same clean and tidy.

4.         Employing  such  workmen  and/or   contractors   (including   without
           prejudice to the generality of the foregoing landscape  architects or
           contractors)  as may be reasonably  necessary in connection  with the
           upkeep of the Common Parts and the provision of the Services.

5.         Insuring any risks for which the Management  Company may be liable as
           an employer  of persons  working on the Estate or as the owner of the
           Common Parts or any part thereof as it shall reasonably think fit.

6.         Operating  maintaining  and  (if  necessary)  renewing  the  lighting
           apparatus  from time to time on the Common Parts and  providing  such
           additional   lighting   apparatus  as  the  Management   Company  may
           reasonably think fit.

7.         Paying all rates, taxes, duties,  charges,  assessments and outgoings
           whatsoever  (whether  parliamentary  parochial  local or of any other
           description)  assessed  charged or imposed upon or payable in respect
           of the Common Parts except insofar as the same are the responsibility
           of the individual lessee of any Unit.

8.         Providing,  maintaining,  repairing,  replacing  and lighting  estate
           signs  directions  and other  traffic  signs and an estate  directory
           board.

9.         Abating a nuisance  and  executing  such works as may be necessary to
           comply with a notice served by a Local  Authority in connection  with
           the  Common  Parts,   except  insofar  as  it  the  liability  of  or
           attributable  to the  fault of an  individual  owner  (including  the
           Landlord in  relation  to parts of the Estate  (other than the Common
           Parts) of which the freehold interest is for the time being vested in
           the Landlord).

10.        Preparing  and  supplying  to the  owners  and  lessees of the Estate
           copies of any regulations  made by the Management  Company  governing
           the use of the Common Parts.

11.        Generally  managing and  administering  the Common Parts and for that
           purpose  employing  a firm of  managing  agents and  (insofar  as the
           Management  Company thinks fit) enforcing,  or attempting to enforce,
           the  observance  of the  covenants of an owner or lessee of a part of
           the Estate  (the costs of such  enforcement  action  forming  part of
           Expenditure  only to the extent that they are not recovered  from the
           defaulting owner or lessee).

12.        Employing   such   solicitors,   auditors,   accountants   or   other
           professional  persons as the Management Company reasonably thinks fit
           in  connection  with  the   administration   and  management  of  the
           Management Company the Common Parts the Expenditure and the Services.

                                      -44-
<PAGE>

13.        Complying  with the  requirements  and  directions  of any  competent
           authority and with the provisions of all statutes and all regulations
           orders and  bye-laws  made  thereunder  relating to the Common  Parts
           except  insofar  as  such  compliance  is the  responsibility  of any
           individual owner or lessee or any part of the Estate.

14.        The  purchase,  hire  maintenance,  renewal  and  insurance  of  such
           equipment  as the  Management  Company  from time to time  reasonably
           considers necessary or desirable for the carrying out of the acts and
           things mentioned in this Schedule.

15.        (At the absolute  discretion  of the  Management  Company)  providing
           security at the Estate  including such closed  circuit  television or
           other surveillance apparatus as the Management Company thinks fit.

16.        Administering  the  Management  Company  itself and arranging for all
           necessary meetings thereof to be held and complying with all relevant
           statutes and regulations and orders thereunder and (if the Management
           Company thinks fit) employing a suitable  person or firm to deal with
           these matters.

17.        The provision  maintenance and renewal of any other equipment and the
           provision of any other service which in the reasonable opinion of the
           Management  Company it is  reasonable  to provide in the  interest of
           good estate management.

                                     Part 5
           Landlord's covenants in relation to the Landlord's Services

1.         The  Landlord  covenants  with the Tenant to provide  the  Landlord's
           Services set out in Part 6, but:

1.1        the Landlord is not to be held  responsible  for damage caused by any
           want of repair to, or defects in the Development  Common Parts unless
           and until  notice in writing of the want of repair or defect has been
           given  to the  Landlord  (whether  by the  Tenant  or the  lessee  or
           occupier of any other part of the  Development)  and the Landlord has
           failed to make good or remedy  the want of repair or defect  within a
           reasonable time after receipt of the notice or (in case of emergency)
           has failed to effect such temporary repair as may be practicable;

1.2        nothing in this  covenant  prejudices  the right of the  Landlord  to
           recover  from the  Tenant or any other  person the amount or value of
           any loss or  damage  suffered  by or caused  to the  Landlord  or the
           Development  Common Parts by the  negligence or other wrongful act or
           default of the Tenant or other person;

1.3        in  supplying  the  Landlord's  Services,  the  Landlord  may  employ
           managing agents  contractors or such other suitably qualified persons
           as the Landlord


                                      -45-
<PAGE>

           may from time to time  reasonably  think fit,  whose  reasonable  and
           proper  fees,   salaries,   charges  and  expenses   (including   any
           irrecoverable  Value  Added Tax) are to form part of the  Development
           Service Charge;

2.         The  Landlord is not to be liable for any injury to or loss or damage
           suffered  by the  Tenant or its  successors  in title the  owners and
           occupiers of the Premises or any part thereof caused by:

2.1        breakdown,  absence,  failure  or  insufficiency  of  the  Landlord's
           Services; or

2.2        defect in the Service Media or plant,  machinery or apparatus used in
           connection with the provision of the Landlord's Services; unless:

2.2.1      the injury loss or damage is covered by, and the  Landlord  receives,
           payment under a policy of insurance effected by it in respect of that
           risk; or

2.2.2      the injury loss or damage  arises out of the failure of the  Landlord
           to comply with paragraph 1 of this Part of this Schedule; or

2.2.3      the  breakdown,  absence,  failure,  interruption,  insufficiency  or
           defect could reasonably have been prevented or its effect ameliorated
           by the  exercise  by the  Landlord  of  reasonable  care,  attention,
           diligence and skill or those  undertaking the Landlord's  Services on
           its behalf.

3.         The Landlord's  liability in respect of breach of  obligations  under
           this schedule is to cease on any transfer of the Landlord's  interest
           in the reversion to this Lease.

4.         The  Landlord  may at its  discretion  withhold add to extend vary or
           make any  alterations to any of the Landlord's  Services from time to
           time if the Landlord  reasonably  deems it desirable to do so for the
           more efficient  management  security and operation of the Development
           or for the  comfort of the owners and  occupiers  of the  Development
           generally.

5.         To  use  its  reasonable  endeavours  to  remedy  or  make  good  any
           breakdown,   absence,   failure,   insufficiency  or  defect  of  the
           Landlord's Services or other plant machinery or apparatus referred to
           in paragraph 2 of this Part of this schedule,  for which the Landlord
           is  responsible  under this  Lease,  within a  reasonable  time after
           becoming aware of it, but the Landlord is not to be held liable under
           this covenant:

5.1        for anything which the Tenant  covenants to repair or make good under
           this Lease; or

5.2        to the extent  that the policy  money due to the  Landlord  under any
           relevant insurance policy effected by the Landlord in respect of that
           matter has been wholly or partly  refused or withheld in  consequence
           of some act



                                      -46-
<PAGE>

           neglect or default  of the Tenant its  subtenants  or its or their or
           employees or agents or other persons under its or their control.

                                     Part 6
                               Landlord's Services

1.         Keeping the landscaping in the Development Common Parts in a neat and
           tidy  condition and properly  cultivated and tending and renewing all
           plants  shrubs  and  trees  within  the   landscaping  as  reasonably
           necessary.

2.         Maintaining  repairing and when  necessary  renewing the  Development
           Common Parts including  keeping the  Development  Road in good repair
           and condition  and to a standard  capable of adoption by the relevant
           authority.

3.         Sweeping,  cleaning,  de-icing and gritting the Development  Road and
           keeping the same clean and tidy.

4.         Employing  such  workmen  and/or   contractors   (including   without
           prejudice to the generality of the foregoing landscape  architects or
           contractors)  as may be reasonably  necessary in connection  with the
           upkeep  of the  Development  Common  Parts and the  provision  of the
           Landlord's Services.

5.         Insuring  any  risks  for  which  the  Landlord  may be  liable as an
           employer of persons working on the Development or as the owner of the
           Development  Common Parts or any part thereof as it shall  reasonably
           think fit.

6.         Operating  maintaining  and  (if  necessary)  renewing  the  lighting
           apparatus  from  time to time on the  Development  Common  Parts  and
           providing  such  additional  lighting  apparatus  as the Landlord may
           reasonably think fit.

7.         Paying all rates, taxes, duties,  charges,  assessments and outgoings
           whatsoever  (whether  parliamentary  parochial  local or of any other
           description)  assessed  charged or imposed upon or payable in respect
           of the  Development  Common Parts except  insofar as the same are the
           responsibility  of  the  individual  lessee  of any  Unit,  or of the
           Management Company.

8.         Abating a nuisance  and  executing  such works as may be necessary to
           comply with a notice served by a Local  Authority in connection  with
           the Development  Common Parts,  except insofar as it the liability of
           or attributable to the fault of an individual owner.

9.         Preparing and supplying to the owners and lessees of the  Development
           copies of any regulations  made by the Landlord  governing the use of
           the Development Common Parts.

                                      -47-
<PAGE>

10.        Generally managing and administering the Development Common Parts and
           for that  purpose,  if the Landlord  thinks fit,  employing a firm of
           managing  agents and (insofar as the Landlord  thinks fit) enforcing,
           or attempting to enforce, the observance of the covenants of an owner
           or lessee of a part of the Development (the costs of such enforcement
           action  forming part of the  Development  Service  Charge only to the
           extent  that  they are not  recovered  from the  defaulting  owner or
           lessee).

11.        Employing   such   solicitors,   auditors,   accountants   or   other
           professional  persons  as  the  Landlord  reasonably  thinks  fit  in
           connection with the  administration and management of the Development
           Common Parts and the Landlord's Services.

12.        Complying  with the  requirements  and  directions  of any  competent
           authority and with the provisions of all statutes and all regulations
           orders and  bye-laws  made  thereunder  relating  to the  Development
           Common Parts except insofar as such compliance is the  responsibility
           of any  individual  owner or lessee,  any part of the Estate,  or the
           Management Company.

13.        (At the  absolute  discretion  of the  Landlord  but at all  times in
           accordance with the principles of good estate  management and for the
           benefit of the tenants on the Development)  providing security at the
           Development   including  such  closed  circuit  television  or  other
           surveillance apparatus as the Landlord thinks fit.

14.        The provision  maintenance and renewal of any other equipment and the
           provision of any other service which in the reasonable opinion of the
           Landlord it is  reasonable  to provide in the interest of good estate
           management.

                                   SCHEDULE 5
                              Guarantee provisions

                                     Part 1
                         Form of guarantee on assignment

1.         Guarantee

1.1        The Guarantor guarantees to the Landlord that the Tenant will pay the
           rents reserved by, and perform and observe the Tenant's covenants in,
           this Lease,  and the Guarantor will pay and make good to the Landlord
           on demand any  losses,  damages,  costs,  and  expenses  suffered  or
           incurred by the Landlord if the Tenant fails to do so.

1.2        The  guarantee in paragraph  1.1 remains in force for so long as, and
           to the extent that,  the Tenant is not released by law from liability
           for the Tenant's covenants in this Lease.

                                      -48-
<PAGE>

1.3        The  Guarantor  also  guarantees to the Landlord that the Tenant will
           observe and perform its  obligations  under any authorised  guarantee
           agreement  to be entered  into by the Tenant  under the terms of this
           Lease,  and will pay and make  good to the  Landlord  on  demand  any
           losses,  damages,  costs and  expenses  suffered  or  incurred by the
           Landlord if the Tenant fails to do so.

1.4        For the purposes of this guarantee, references to the "Tenant" are to
           the  assignee of this Lease in relation to whom the  guarantee to the
           Landlord is given, and none other.

2.         No waiver or release of liability

           The  Guarantor  will  not be  released  from  liability  under  these
           provisions because of:

2.1        forbearance,  the  granting  of  time  or  other  indulgence  of  the
           Landlord; or

2.2        a variation of this Lease which does not substantially alter the size
           of the  Premises  or  reflects  in a new  material  obligation  being
           imposed on the  Tenant,  whether or not made with the  consent of the
           Guarantor,  and the guarantee of the Guarantor in paragraph 1.1 is to
           operate in  relation  to this Lease as it may be varied  from time to
           time.

3.         Guarantor to accept new lease upon disclaimer

3.1        If this  Lease  is  terminated  by  re-entry  by the  Landlord  or by
           disclaimer,  the  Guarantor  will (on  notice  given by the  Landlord
           within  three  months  after the date of  termination)  take from the
           Landlord a lease of the Premises.

3.2        The lease to be granted to the Guarantor under paragraph 3.1 is to be
           on the following terms:

3.2.1      the term is to commence on the date of  termination of this Lease and
           to be equal to the  residue  of the Term which  would  have  remained
           unexpired at that date if this Lease had not then been terminated;

3.2.2      the yearly  rent is to be the same as would have been  payable  under
           this  Lease  if it had not  been  terminated  and,  if a rent  review
           operative  from a review  date  before the grant of the lease had not
           been completed,  the Guarantor will complete the rent review with the
           Landlord  as if it had been the  Tenant  under this Lease in order to
           establish the commencing yearly rent under the lease;

3.2.3      the lease is  otherwise  to be on the same  terms and  conditions  as
           would have  applied  under this Lease if it had not been  terminated;
           and

                                      -49-
<PAGE>

3.2.4      the Guarantor is to succeed to the rights,  and assume the liability,
           of the  Tenant  under  this  Lease  as if this  Lease  had  not  been
           terminated.

4.         Subordination of rights of the Guarantor

4.1        The  provisions of paragraph 4.2 are to apply unless the Landlord has
           no subsisting claim against the Tenant for non-payment of rent or for
           breach of obligation under this Lease.

4.2        The Guarantor may not:

4.2.1      seek to recover from the Tenant,  or any third party whether directly
           or by way of set-off,  lien,  counterclaim or otherwise or accept any
           money or other  property  or  security,  or  exercise  any  rights in
           respect  of any sum which may be or become  due to the  Guarantor  on
           account  of the  failure by the Tenant to  observe  and  perform  the
           tenant covenants in this Lease;

4.2.2      (in competition with the Landlord) claim, prove or accept any payment
           in a winding-up, liquidation,  bankruptcy, composition with creditors
           or other form of  arrangement  on the  insolvency of the Tenant,  for
           money owing to the Guarantor by the Tenant; nor

4.2.3      exercise  any right or remedy in respect  of any  amount  paid by the
           Guarantor under this Lease or any liability incurred by the Guarantor
           in observing, performing or discharging the obligations and covenants
           of the Tenant.

4.3        The Guarantor warrants that it has not taken, and undertakes with the
           Landlord  that it will not without the consent of the Landlord  take,
           any  security  from the Tenant in respect of this  guarantee  and, if
           security  is  nevertheless  taken,  it is to be held on trust for the
           Landlord as security for the respective  liabilities of the Guarantor
           and the Tenant.

                                     Part 2
                     Form of authorised guarantee agreement

1.         Guarantee

1.1        The Guarantor guarantees to the Landlord that the Tenant will pay the
           rents reserved by, and perform and observe the Tenant's covenants in,
           this Lease,  and the Guarantor will pay and make good to the Landlord
           on demand any  losses,  damages,  costs,  and  expenses  suffered  or
           incurred by the Landlord if the Tenant fails to do so.

1.2        The  guarantee in paragraph  1.1 remains in force for so long as, and
           to the extent that,  the Tenant is not released by law from liability
           for the Tenant's covenants in this Lease.

                                      -50-
<PAGE>

1.3        For the purposes of this guarantee, references to the "Tenant" are to
           the  assignee of this Lease in relation to whom the  guarantee to the
           Landlord is given,  and none other and references to the  "Guarantor"
           are to the existing Tenant giving the guarantee to the Landlord

2.         No waiver or release of liability

           The  Guarantor  will  not be  released  from  liability  under  these
           provisions because of:

2.1        forbearance,  the  granting  of  time  or  other  indulgence  of  the
           Landlord; or

2.2        a variation of this Lease which does not substantially alter the size
           of the Premises or does not result in a material new obligation being
           imposed on the  Tenant,  whether or not made with the  consent of the
           Guarantor,  and the guarantee of the Guarantor in paragraph 1.1 is to
           operate in  relation  to this Lease as it may be varied  from time to
           time.

3.         Guarantor to accept new lease upon disclaimer

3.1        If this Lease is terminated  by  disclaimer,  the Guarantor  will (on
           notice  given by the  Landlord  within three months after the date of
           termination) take from the Landlord a lease of the Premises.

3.2        The lease to be granted to the Guarantor under paragraph 3.1 is to be
           on the following terms:

3.2.1      the term is to commence on the date of  termination of this Lease and
           to be equal to the  residue  of the Term which  would  have  remained
           unexpired at that date if this Lease had not then been terminated;

3.2.2      the yearly  rent is to be the same as would have been  payable  under
           this  Lease  if it had not  been  terminated  and,  if a rent  review
           operative  from a review  date  before the grant of the lease had not
           been completed,  the Guarantor will complete the rent review with the
           Landlord  as if it had been the  Tenant  under this Lease in order to
           establish the commencing yearly rent under the lease;

3.2.3      the lease is  otherwise  to be on the same  terms and  conditions  as
           would have  applied  under this Lease if it had not been  terminated;
           and

3.2.4      the Guarantor is to succeed to the rights,  and assume the liability,
           of the  Tenant  under  this  Lease  as if this  Lease  had  not  been
           terminated.

                                      -51-
<PAGE>

4.         Subordination of rights of the Guarantor

4.1        The  provisions of paragraph 4.2 are to apply unless the Landlord has
           no subsisting claim against the Tenant for non-payment of rent or for
           breach of obligation under this Lease.

4.2        The Guarantor may not:

4.2.1      seek to recover from the Tenant,  or any third party whether directly
           or by way of set-off,  lien,  counterclaim or otherwise or accept any
           money or other  property  or  security,  or  exercise  any  rights in
           respect  of any sum which may be or become  due to the  Guarantor  on
           account  of the  failure by the Tenant to  observe  and  perform  the
           tenant covenants in this Lease;

4.2.2      (in competition with the Landlord) claim, prove or accept any payment
           in a winding-up, liquidation,  bankruptcy, composition with creditors
           or other form of  arrangement  on the  insolvency of the Tenant,  for
           money owing to the Guarantor by the Tenant; nor

4.2.3      exercise  any right or remedy in respect  of any  amount  paid by the
           Guarantor under this Lease or any liability incurred by the Guarantor
           in observing, performing or discharging the obligations and covenants
           of the Tenant.

4.3        The Guarantor warrants that it has not taken, and undertakes with the
           Landlord  that it will not without the consent of the Landlord  take,
           any  security  from the Tenant in respect of this  guarantee  and, if
           security  is  nevertheless  taken,  it is to be held on trust for the
           Landlord as security for the respective  liabilities of the Guarantor
           and the Tenant.

                                      -52-
<PAGE>


Signed as a deed by THE PRUDENTIAL                   )
ASSURANCE COMPANY LIMITED                            )
acting by RREEF (UK) LIMITED                         )
its duly authorised attorney under a                 )
Power of Attorney dated 9th November 1999            )
acting by:                                           )


                              Authorised Signatory

                              Authorised Signatory

Signed as a deed on behalf of FAIR, ISAAC           )
INTERNATIONAL UK CORPORATION,                       )
a company incorporated in California by             )
[              ] and [                       ]      )
being persons who, in accordance with the           )
laws of that territory, are acting under the        )
authority of the company                            )



                                          Authorised Signatory

                                          Authorised Signatory

                                      -53-
<PAGE>

                     Dated                                                 2000
-------------------------------------------------------------------------------







                     (1)    THE PRUDENTIAL ASSURANCE COMPANY LIMITED

                     (2)    FAIR, ISAAC INTERNATIONAL UK CORPORATION

                 ----------------------------------------------
                                      LEASE

                                       of

                   Geneva House, Birmingham International Park
                    Bickenhill Lane, Solihull, West Midlands
                 ----------------------------------------------



                               CMS Cameron McKenna
                                   Mitre House
                              160 Aldersgate Street

                                      -54-
<PAGE>

                                 London EC1A 4DD
                              T +44(0)20 7367 3000
                              F +44(0)20 7367 2000

                                      -55-