<PAGE>

                                                                   Exhibit 10(t)

                             DATED September 1, 2003

                          JUNIPER DEVELOPMENTS LIMITED

                                     - and -

                               ASHWORTH UK LIMITED

                                     - and -

                                  ASHWORTH INC

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

                                      LEASE

                                   relating to
                            Unit 2 Juniper (Phase 2)
                            Fenton Way Basildon Essex

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

                  Term:              20 years from 1 September 2003

                  Initial Rent:      L211,000 p.a. plus additional rent

                  Rent Review Dates: 1 September 2008 and each fifth anniversary

                              DAVIES ARNOLD COOPER
                               6-8 Bouverie Street
                                 London EC4Y 8DD
                               Tel: 020 7936 2222
                               Fax: 020 7936 2020
                           e-mail: bnaftalin@dac.co.uk

                          Ref: 1115/143593.17/30.04.03/

<PAGE>

<TABLE>
<CAPTION>
CLAUSE                          HEADING                                                PAGE
<S>                                                                                    <C>
1      DEFINITIONS AND INTERPRETATION...........................................         1
2      DEMISE...................................................................         6
3      TENANT'S COVENANTS.......................................................         7
4      INSURANCE................................................................        22
5      SERVICE CHARGE...........................................................        26
6      LANDLORD'S COVENANTS.....................................................        31
7      RENT REVIEW..............................................................        32
8      MISCELLANEOUS PROVISIONS.................................................        35
9      FORFEITURE...............................................................        38
10     GUARANTEE................................................................        40
11     TENANT'S BREAK CLAUSE....................................................        41
12     CERTIFICATION............................................................        42
13     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.............................        42
14     JURISDICTION.............................................................        42
15     DELIVERY.................................................................        42
SCHEDULE 1    Rights............................................................        43
SCHEDULE 2    Exceptions and Reservations.......................................        44
SCHEDULE 3    Incumbrances......................................................        45
SCHEDULE 4    VAT...............................................................        46
</TABLE>

                                       i

<PAGE>

THIS LEASE is made the first day of September, 2003

BETWEEN:

(1)      JUNIPER DEVELOPMENTS LIMITED whose registered office is at 5 Strand,
         London, WC2N 5AF (Company number 4022595) and any person for the time
         being entitled to the reversion immediately expectant on the End of the
         Term (the LANDLORD);

(2)      ASHWORTH UK LIMITED whose registered office is at 21 St Thomas Street,
         Bristol BS1 6JS (Company number 286712) and any person in whom the Term
         is from time to time vested (the TENANT);

(3)      ASHWORTH INC a company registered in Delaware and having its principal
         place of business at 2765 Loker Avenue West, Carlsbad, California,
         92008, USA (the GUARANTOR).

1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Where in this deed the following words in bold type commence with
         capital letters they have the following meanings unless the context
         otherwise requires:

         "ADDITIONAL RENT" means L21,000 per annum payable on and from 1
         May 2003 until the 30 April 2013 which represents the cost to the
         Landlord of paying for the works described in the Specification;

         "AUTHORITY" means any statutory, public, local or other competent
         authority or a court of competent jurisdiction;

         "CLAUSE" means a clause of this deed;

         "COMMON PARTS" means such entrances, passages, circulation areas,
         service roads, service yards, car parks, loading bays, forecourts, fire
         escape routes, landscaped areas and other areas from time to time
         provided for the common use of tenants, occupiers, visitors or any of
         them;

         "CONDUIT" means any pipe, drain, culvert, sewer, flue, duct, gutter,
         wire, cable, optic fibre, conduit, channel and other medium for the
         passage or transmission of water, soil,

                                       1
<PAGE>

         gas, air, smoke, electricity, light, information or other matter and
         all ancillary equipment or structures;

         "END OF THE TERM" means the determination of the Term by expiry,
         forfeiture, notice, surrender or otherwise;

         "ENVIRONMENT" means all or any one or more of air, water and land (in
         each case wherever located);

         "ENVIRONMENTAL HARM" means harm or damage to the Environment, to human
         health or to the health of any other living organism, or to property;

         "ENVIRONMENTAL LAW" means any and all Legal Obligations which have as
         purpose or effect the protection of Environment and/or the prevention
         of Environmental Harm;

         "ENVIRONMENTAL PERMITS" means any and all consents, permits or
         authorisations required under Environmental Law in connection with the
         Tenant's use and occupation of the Premises;

         "ESTATE" means the Landlord's estate at Fenton Way, Basildon, Essex, of
         which the Premises form part and which is for identification only shown
         edged green on the Plan or such reduced or extended area as the
         Landlord may from time to time reasonably designate as comprising the
         Estate;

         "HAZARDOUS SUBSTANCES" means any and all substances or matter (whether
         in solid, liquid or gaseous form) which (whether alone or in
         combination with other substances or matter) are capable of causing
         Environmental Harm;

         "INTEREST" means interest at the Interest Rate (both before and after
         any judgment) calculated on a daily basis from the date on which
         interest becomes chargeable on any payment pursuant to any provision of
         the Lease to the date upon which such payment is made, such interest to
         be compounded with rests at the usual quarter days;

         "INTEREST RATE" means 3% p.a. above the base lending rate from time to
         time of Lloyds TSB Bank plc (or of such other bank as the Landlord may
         give notice from time to time);

         "INVESTIGATION WORKS" means such works of intrusive investigation,
         drilling, testing, sampling, monitoring and analysis as are necessary
         in the reasonable opinion of the

                                       2
<PAGE>

         Landlord to assess the extent to which the Tenant is complying with its
         covenants contained in clauses 3.13.1 and 3.13.3;

         "LEASE" means this lease as from time to time varied or supplemented
         whether by deed, licence or otherwise;

         "LEGAL OBLIGATION" means any obligation relating to the Premises or
         their occupation or use imposed by any present or future statute or any
         statutory instrument, EC directive, code of practice, regulation,
         order, notice, direction or requirement of any Authority irrespective
         of the person on whom such obligation is imposed;

         "PARTY" means the Landlord or the Tenant or the Guarantor (if any);

         "PERMITTED USER" means use as a light industrial/warehouse unit for the
         storage and distribution of golf products together with a showroom
         ancillary to such use, or such other use within classes B1(c), B2 or B8
         of the schedule to the Town & Country Planning (Use Classes) Order 1987
         (to which Clause 1.2.6 shall not apply) which is or are approved by the
         Landlord (such approval not to be unreasonably withheld);

         "PERPETUITY PERIOD" means a period of 80 years from the date of the
         Lease or, if earlier, the date of expiration of the Term;

         "PLAN" means a plan annexed to this deed;

         "PLANNING ACTS" means the Town and Country Planning Act 1990 and all
         other statutes containing provisions relating to town and country
         planning when from time to time in force and all other statutes,
         statutory instruments, regulations and orders included by virtue of
         Clause 1.2.6;

         "PLANT" means such plant, equipment and systems as may from time to
         time be provided for the amenity of the Estate including specifically:
         security and surveillance systems, fire alarm and prevention equipment,
         sprinklers, public address and other communication systems;

         "PREMISES" means Unit 2 on the Estate shown for the purposes of
         identification only coloured pink on the Plan and all and any part of
         such property and any additions thereto including

                                       3
<PAGE>

         (a)      the whole of the structure, walls, foundations and roof
                  bounding the Unit and not separating the Unit from any other
                  Unit;

         (b)      Conduits and Plant to the extent that they are within and
                  exclusively serve the Unit (but no other Conduits or Plant);

         (c)      fixtures and fittings at the Unit whenever fixed except those
                  fixed by the Tenant which are generally regarded as tenant's
                  or trade fixtures;

         (d)      one half of any wall separating the Unit from an adjoining
                  Unit;

         but excluding:

         (a)      the airspace above the building comprised in the Premises; and

         (b)      the airspace three metres above any unbuilt upon parts of the
                  Premises.

         "REGULATIONS" means regulations relating to the management of the
         Estate which the Landlord may reasonably issue from time to time in the
         interests of good estate management, the current regulations for the
         Estate being set out in Schedule 5;

         "RELEASE" means any transmission (however occasioned) into or through
         the Environment;

         "REMEDIATION WORKS" means such works of whatever nature as are required
         to ensure insofar as is reasonably practicable and in accordance with
         modern practice as determined by an appropriately experienced and
         qualified firm of environmental consultants that the Tenant is
         complying with its covenants contained in clauses 3.13.1 and 3.13.3;

         "RENT" means L211,000 per annum on and from the Rent Commencement
         Date or such other amount as is from time to time agreed or determined
         pursuant to Clause seven of the Lease or otherwise;

         "RENT COMMENCEMENT DATE" means the 1st day of September 2003;

         "RETAINED PROPERTY" means all parts of the Estate which are not from
         time to time Units including (without prejudice to the generality of
         the foregoing):

         (a)      the Common Parts;

                                       4
<PAGE>

         (b)      office and other accommodation for staff managing the Estate;

         (c)      the gatehouse at the entrance of the Estate and security
                  barriers;

         (d)      plant rooms;

         (e)      perimeter fencing;

         (f)      storage areas;

         (g)      Conduits and Plant within or serving the Estate except those
                  within and exclusively serving a Unit; and

         (h)      common signage on the Estate;

         "SCHEDULE" means a schedule to this deed;

         "SERVICE CHARGE" means as defined in Clause five of this deed;

         "SERVICES" means the services described in Clause five of this deed;

         "SPECIFICATION" means the specification attached to the agreement for
         this lease dated 4 June 2003;

         "TERM" means 20 years commencing on 1 September 2003 and expiring on 31
         August 2023 and any continuation of it;

         "UNIT" means an individual unit of accommodation on the Estate that is
         let or otherwise exclusively occupied or designed or intended for
         letting or exclusive occupation otherwise than in connection with the
         provision of Services;

         "VAT" means Value Added Tax or other tax of a similar nature (and
         unless otherwise expressly stated all references to Rent or other
         monies payable by the Tenant are exclusive of any VAT charged or
         chargeable thereon).

1.2      INTERPRETATION

         The provisions of the Lease shall unless the context otherwise requires
         be construed as follows.

                                       5
<PAGE>

         1.2.1    Obligations and liabilities of a Party comprising more than
                  one person are obligations and liabilities of such persons
                  jointly and severally.

         1.2.2    Words importing one gender include all other genders.

         1.2.3    The singular includes the plural and vice versa.

         1.2.4    A covenant by the Tenant not to do something shall be
                  construed as including a covenant not to permit or knowingly
                  to suffer it to be done by a third party.

         1.2.5    A consent or approval to be given by the Landlord is not
                  effective for the purposes of the Lease unless it is in
                  writing and signed by or on behalf of the Landlord.

         1.2.6    Reference to a statute includes any amendment, modification,
                  extension, consolidation or re-enactment of it and any
                  statutory instrument, regulation or order made under it which
                  is for the time being in force.

         1.2.7    Headings to Clauses, Schedules or parts of the Lease do not
                  affect the interpretation or construction of the Lease.

         1.2.8    Where Rent has to be apportioned it shall be apportioned on a
                  yearly basis in accordance with the method recommended by the
                  Law Society in the Law Society Conveyancing Handbook 1999.

2        DEMISE

         The Landlord demises the Premises to the Tenant:

2.1      together with the rights set out in Schedule 1;

2.2      except and reserving to the Landlord and to all others authorised from
         time to time by the Landlord as set out in Schedule 2;

2.3      to hold the same to the Tenant for the Term;

2.4      subject to all rights, easements, quasi-easements, restrictions,
         covenants and liabilities affecting the Premises including, without
         prejudice to the generality of the foregoing, those described in
         Schedule 3;

                                       6
<PAGE>

2.5      yielding and paying to the Landlord:

         2.5.1    the Rent without any deduction by equal quarterly payments in
                  advance on the usual quarter days in every year and
                  proportionately for any period of less than a year, the first
                  payment to be made on the Rent Commencement Date; and

         2.5.2    the Additional Rent without any deduction by equal quarterly
                  payments in advance on the usual quarter days in every year
                  and proportionately for any period of less than a year, the
                  first payment to be made on 1 May 2003.

3        TENANT'S COVENANTS

3.1      INTRODUCTION

         The Tenant covenants with the Landlord as set out in Clause 3 of the
         Lease.

3.2      RENT

         The Tenant shall pay the Rent and the Additional Rent as provided in
         Clause two of the Lease without deduction or set- off and if so
         required by banker's standing order.

3.3      OUTGOINGS

         3.3.1    The Tenant shall pay, and indemnify the Landlord against, all
                  rates, taxes, assessments, impositions, duties, charges and
                  outgoings now or at any time during the Term payable by the
                  owner or occupier of, or otherwise due in respect of, the
                  Premises (except any tax assessed on the Landlord or any
                  superior landlord in respect of its ownership of, rental
                  income from or any dealing with its reversionary interest).

         3.3.2    The Tenant shall pay and indemnify the Landlord against rates
                  on unoccupied property payable in respect of the Premises for
                  any period after the End of the Term (up to a maximum period
                  of three months) which would not have been payable had the
                  Premises been continuously occupied at all times prior to the
                  End of the Term.

         3.3.3    The provisions of Schedule 4 apply in relation to VAT and the
                  Tenant covenants as therein provided.

                                       7
<PAGE>

         3.3.4    The Tenant shall pay, and indemnify the Landlord against, all
                  charges for water, electricity, gas and other services
                  (including meter rents) at the Premises.

3.4      REPAIR AND DECORATION

         The Tenant shall (subject to the provisions relating to insurance set
         out in Clause four of the Lease):

         3.4.1    keep the Premises at all times in good and substantial repair
                  and condition;

         3.4.2    keep all Plant comprised within the Premises in good working
                  order;

         3.4.3    clean the Premises regularly and maintain them at all times in
                  a clean and tidy condition;

         3.4.4    clean all windows regularly and as often as shall be
                  reasonably necessary;

         3.4.5    decorate and keep the Premises decorated to a high standard
                  (in any event not less frequently than once in any period of
                  three years for the exterior and once in any period of five
                  years for the interior and also to the Landlord's reasonable
                  specification in the last six months of the Term if not
                  decorated in the last three years);

         3.4.6    within two months (or sooner in emergency) of receipt of
                  notice from the Landlord of any breach of this Clause carry
                  out the repair, cleaning or decoration required to remedy the
                  breach, and if the Tenant fails diligently to comply with such
                  notice and the Landlord enters the Premises to carry out such
                  work the Tenant shall upon demand pay to the Landlord as a
                  debt all costs which the Landlord so incurs.

3.5      ALTERATIONS

         3.5.1    Not to alter cut harm or remove any of the principal or load
                  bearing walls floors or other structures of or enclosing the
                  building on the Premises nor to make any other alterations
                  improvements or additions of a structural nature nor to make
                  any alterations improvements or additions to the exterior of
                  the Premises.

                                       8
<PAGE>

         3.5.2    Not to make any alterations or additions of a non-structural
                  nature to the building on the Premises without having first
                  obtained the prior written consent of the Landlord such
                  consent not to be unreasonably withheld except that the tenant
                  may install alter and remove demountable partitioning.

3.6      SIGNS

         The Tenant shall not:

         3.6.1    fix anything to the exterior of the Premises nor to the
                  exterior or interior of any doors or windows, unless permitted
                  by this Clause;

         3.6.2    display any flashing or moving sign which is visible from
                  outside the Premises;

         3.6.3    display any notice, sign, poster or advertisement on the
                  exterior of the Premises except to indicate the name and
                  business of the Tenant in a manner first approved by the
                  Landlord (such approval not to be unreasonably withheld)

         PROVIDED ALWAYS that the Tenant shall be free to place a sign of
         reasonable dimensions displaying the name of the Tenant on the northern
         and western elevation of the building forming part of the Premises and
         on any Estate signboard first approved by the Landlord (such approval
         not to be unreasonably withheld).

3.7      USER

         3.7.1    The Tenant shall not use the Premises otherwise than for the
                  Permitted User.

         3.7.2    The Tenant shall not use the Premises in a manner which may
                  be, or become, or cause a nuisance, annoyance, disturbance,
                  inconvenience, injury or damage to the Landlord or any other
                  person.

         3.7.3    The Tenant shall not store or stack anything on the external
                  areas of the Premises.

                                       9
<PAGE>

         3.7.4    The Tenant shall not reside or sleep on the Premises, nor use
                  them for any sale by auction or for any dangerous, noisy or
                  offensive purpose or for any illegal or immoral activity.

         3.7.5    The Tenant shall indemnify the Landlord against all VAT in
                  respect of the Premises which the Landlord has to repay to HM
                  Customs & Excise including any under the capital goods scheme
                  and against all VAT which is irrecoverable by the Landlord
                  (together in each case with interest, penalties and costs) due
                  to the disapplication of any election to waive exemption to
                  tax made by the Landlord arising in any way from the use of
                  the Premises for an exempt purpose.

         3.7.6    The Tenant shall not overload the structure of the Premises.

         3.7.7    The Tenant shall not store or bring upon the Premises any
                  materials or liquid of a specially combustible, inflammable or
                  offensive nature.

         3.7.8    The Tenant shall not make use of Conduits beyond their
                  capacity, nor in a manner which may block or damage them, and
                  in particular will not stop up or obstruct or permit oil,
                  grease or other deleterious matter or substance to enter any
                  drain or sewer.

         3.7.9    The Tenant shall not cause or permit any Environmental Harm.

         3.7.10   The Tenant shall not obstruct the Common Parts.

         3.7.11   The Tenant shall not enter into any wayleaves, concessions or
                  arrangements with telecommunications undertakers except in
                  relation to the supply of telecommunication services
                  exclusively for the Permitted User.

         3.7.12   The Tenant shall comply with the Regulations.

3.8      ALIENATION

         3.8.1    Unless otherwise permitted under this Clause the Tenant shall
                  not:

                  (a)      hold the Premises expressly or impliedly on trust for
                           another person;

                  (b)      part with possession of the Premises;

                                       10
<PAGE>

                  (c)      share possession of the Premises with another person;

                  (d)      allow anyone other than the Tenant, any lawful
                           subtenant, or their respective officers and employees
                           to occupy the Premises.

         3.8.2    ASSIGNMENT

                  (a)      The Tenant shall not assign a part (as distinct from
                           the whole) of the Premises.

                  (b)      The Tenant shall not assign the whole of the Premises
                           without the prior consent of the Landlord (which will
                           not be unreasonably withheld).

                  (c)      It is agreed that, for the purposes of Section 19(1A)
                           of the Landlord and Tenant Act 1927, the Landlord may
                           withhold its consent to an assignment of the whole if
                           any of the following circumstances exists:

                           (i)      there is a substantial breach of a covenant
                                    in the Lease by the Tenant; or

                           (ii)     the proposed assignee is a member of the
                                    same group of companies (as defined by
                                    Section 42 of the Landlord and Tenant Act
                                    1954) as the Tenant;

                           (iii)    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 the Lease.

                  (d)      It is agreed that for the purposes of Section 19(1A)
                           of the Landlord and Tenant Act 1927, the Landlord may
                           grant consent subject to all or any of the conditions
                           set out below:

                           (i)      the proposed assignee has, if reasonably
                                    required by the Landlord, procured a
                                    covenant by deed with the Landlord, from two
                                    individuals who are or a company which is
                                    reasonably acceptable to the Landlord as
                                    surety for the assignee;

                                       11
<PAGE>

                           (ii)     the proposed assignee has, if reasonably
                                    required by the Landlord, deposited with the
                                    Landlord such sum by way of Rent as the
                                    Landlord reasonably requires as security for
                                    the performance by the assignee of its
                                    obligations under the Lease;

                           (iii)    the Tenant has, if reasonably required by
                                    the Landlord; first entered into an
                                    authorised guarantee agreement as defined in
                                    Section 16 of the Landlord and Tenant
                                    (Covenants) Act 1995;

                           (iv)     the Tenant has, if reasonably required by
                                    the Landlord, first procured that any surety
                                    for it under the Lease has entered into any
                                    such authorised guarantee agreement required
                                    under Clause 3.8.2(d)(iii) in such terms as
                                    the Landlord may reasonably require for the
                                    purpose of guaranteeing the performance by
                                    the Tenant of its obligations under the
                                    authorised guarantee agreement.

                  (e)      It is agreed that the Landlord acting reasonably may
                           withhold consent to an assignment of the whole of the
                           Premises on a ground which is not referred to in
                           Clause 3.8.2(c) and that it may acting reasonably
                           grant consent subject to a condition which is not
                           specified in Clause 3.8.2(d) subject in each case to
                           such withholding of consent or imposition of a
                           condition being reasonable.

         3.8.3    CHARGES

                  (a)      The Tenant shall not charge a part (as distinct from
                           the whole) of the Premises.

                  (b)      The Tenant may without consent charge the whole of
                           the Premises to a bank or similar financial
                           institution for the purpose only of borrowing money
                           on the security of the Lease but, otherwise, the
                           Tenant shall not charge the whole of the Premises
                           except with the

                                       12
<PAGE>

                           prior consent of the Landlord (which shall not be
                           unreasonably withheld).

         3.8.4    UNDERLETTINGS

                  (a)      The Tenant shall not underlet the whole or a part of
                           the Premises:

                           (i)      unless the proposed undertenant has first
                                    covenanted by deed with the Landlord, in
                                    such form as the Landlord may reasonably
                                    require, that with effect from the date of
                                    the underlease and during the term thereof
                                    or until such time as the underlease is
                                    lawfully assigned the undertenant will
                                    observe and perform all the provisions of
                                    the underlease to be observed and performed
                                    by the undertenant; nor

                           (ii)     (where the proposed undertenant is a
                                    corporate body and the Landlord reasonably
                                    so requires) without first procuring a
                                    covenant by deed with the Landlord from two
                                    individuals who are, or a company which is
                                    acceptable to the Landlord as surety for the
                                    undertenant; nor

                           (iii)    except by way of a PERMITTED UNDERLEASE; nor

                           (iv)     without the prior written consent of the
                                    Landlord (which will not be unreasonably
                                    withheld).

         3.8.5    A PERMITTED UNDERLEASE is an underlease which:

                  (a)      is granted without any fine or premium;

                  (b)      reserves a rent not less than the greater of the rent
                           which the Tenant ought reasonably to obtain in the
                           open market upon the grant of such underlease and the
                           Rent then payable;

                  (c)      incorporates provisions requiring the undertenant to
                           obtain the Landlord's consent (which shall not be
                           unreasonably withheld) to any proposed assignment of
                           the premises comprised in the underlease, and
                           requiring the proposed assignee to covenant by deed
                           with the Landlord in such form as the Landlord may

                                       13
<PAGE>

                           reasonably require that with effect from the date of
                           the assignment of the premises comprised in the
                           underlease and until such premises are further
                           lawfully assigned the proposed assignee will observe
                           and perform all the provisions of the underlease to
                           be observed and performed by the undertenant;

                  (d)      incorporates provisions for the review of rent at the
                           same times and on the same basis as in the Lease;

                  (e)      is (so far as is consistent with an underlease) in a
                           form substantially the same as the Lease except that
                           further subletting shall be prohibited; and

                  (f)      is excluded from the operation of sections 24-28 of
                           the Landlord and Tenant Act 1954.

         3.8.6    The Tenant shall enforce and shall not waive or vary the
                  provisions of an underlease and shall operate at the relevant
                  dates of review the rent review provisions contained in an
                  underlease but shall not agree the rent upon such a review
                  without the prior approval of the Landlord.

         3.8.7    ASSOCIATED COMPANIES

                  The Tenant may share occupation of the Premises with a company
                  which is a member of the same group (as defined by Section 42
                  of the Landlord and Tenant Act 1954):

                  (a)      for so long as both the Tenant and that company
                           remain members of the same group; and

                  (b)      provided that no tenancy is created; and

                  (c)      provided that within 21 days of such sharing the
                           Landlord receives notice of the company sharing
                           occupation and the address of its registered office.

                                       14
<PAGE>

         3.8.8    NOTIFICATION

                  (a)      The Tenant shall upon request from time to time
                           provide within one month all information which the
                           Landlord may request under section 40 (1)(a) and (b)
                           of the Landlord and Tenant Act 1954.

                  (b)      The Tenant shall within 28 days of any assignment,
                           charge or underlease of or of any other devolution of
                           the Lease or of any interest deriving from the Lease
                           give notice thereof to the Landlord's solicitor,
                           produce for registration the original or a certified
                           copy of the document effecting or evidencing such
                           devolution and pay such reasonable registration fee
                           as the Landlord's solicitor may require being not
                           less than(pound)40 (plus VAT).

3.9      LEGAL OBLIGATIONS

         3.9.1    The Tenant shall observe and comply with all Legal
                  Obligations.

         3.9.2    If the Tenant receives from an Authority formal notice of a
                  Legal Obligation it shall forthwith produce a copy to the
                  Landlord and if such Legal Obligation is in the Landlord's
                  opinion contrary to the interests of the Landlord the Tenant
                  shall make such objection or representation against it as the
                  Landlord may require.

         3.9.3    Where a Legal Obligation requires the carrying out of works
                  the Tenant shall so far as such Legal Obligation permits also
                  comply with the provisions of the Lease in relation to such
                  works.

         3.9.4    Without prejudice to the generality of this Clause the Tenant
                  shall in particular observe and comply with all Legal
                  Obligations of any appropriate Authority relating to health,
                  safety, means of escape in case of fire, and the protection
                  and preservation of life and property, carrying out such works
                  of modification and improvement to the Premises as may from
                  time to time be required by such Legal Obligations.

         3.9.5    The Tenant shall carry out any works to the Premises not only
                  in accordance with all Legal Obligations but also with good
                  quality materials

                                       15
<PAGE>

                  and in a good and workmanlike manner to the reasonable
                  satisfaction of the Landlord.

         3.9.6    The Tenant shall knowingly not do, or omit to do, in relation
                  to the Premises or their use or occupation anything by reason
                  of which the Landlord may incur any liability whether for
                  costs, a penalty, damages, compensation or otherwise.

         3.9.7    The Tenant shall not cause or permit a nuisance on or in
                  relation to the Premises, and if a nuisance occurs shall
                  forthwith take all necessary action to abate it.

         3.9.8    The Tenant shall not obstruct any means of emergency escape
                  nor use them except for their proper purposes.

         3.9.9    The Tenant shall perform and observe all covenants and other
                  provisions contained or referred to in any documents listed in
                  Schedule 3 insofar as they relate to or affect the Premises or
                  their use or occupation.

         3.9.10   If the Tenant does not comply with a Legal Obligation, or does
                  not abate a nuisance, the Landlord may do what it considers
                  necessary to comply with the Legal Obligation or abate the
                  nuisance and the Tenant shall upon demand pay to the Landlord
                  all costs which the Landlord acting reasonably so incurs.

         3.9.11   The Tenant shall maintain a health and safety manual for the
                  Premises and shall supply the Landlord with an updated copy of
                  the manual when reasonably requested.

3.10     PLANNING

         3.10.1   The provisions of this Clause supplement the general
                  obligations imposed by Clause 3.9.

         3.10.2   The Tenant shall not commit a breach of planning control (as
                  defined in section 171A(1) of the Town and Country Planning
                  Act 1990) in relation to the Premises.

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<PAGE>

         3.10.3   The Tenant shall observe and comply with the Planning Acts in
                  relation to the Premises.

         3.10.4   The Tenant shall make no application for planning permission
                  in relation to the Premises without the Landlord's prior
                  consent, such consent not being unreasonably withheld.

         3.10.5   The Tenant shall supply to the Landlord promptly and without
                  further request copies of all applications, notices, decisions
                  and other formal communications under the Planning Acts which
                  relate in any way to the Premises, and where such
                  communications relate only to the Premises or to an
                  application made by the Tenant then the Tenant shall at its
                  own expense take such action to protect the Landlord's
                  interests as the Landlord may require.

         3.10.6   The Tenant shall not implement a planning permission until the
                  Landlord has given its consent (such consent not to be
                  unreasonably withheld where planning permission is granted
                  pursuant to an application approved by the Landlord) and if
                  such planning permission is implemented, the Tenant shall:

                  (a)      comply with all conditions imposed by the planning
                           permission and any related planning agreement; and

                  (b)      carry out all works before the End of the Term.

3.11     DEFECTIVE PREMISES

         The Tenant shall promptly give notice to the Landlord of any defect in
         the Premises in respect of which the Landlord may have a liability or
         duty of care under the Lease, the Defective Premises Act 1972 or any
         other Legal Obligation.

3.12     ENCROACHMENTS

         3.12.1   The Tenant shall not stop up, darken or obstruct any window or
                  light at the Premises.

         3.12.2   The Tenant shall not permit and shall take all reasonable
                  measures to prevent any new window, light, opening, doorway,
                  pathway, Conduit or

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<PAGE>

                  other encroachment or easement being made or acquired in,
                  against, out of, or upon the Premises.

3.13     ENVIRONMENT

         3.13.1   The Tenant shall comply with all Environmental Law in its use
                  and occupation of the Premises and shall ensure that all
                  Environmental Permits are obtained, maintained in full force
                  and effect and complied with at all times.

         3.13.2   On request from the Landlord, the Tenant shall provide to the
                  Landlord full copies of all Environmental Permits and of all
                  correspondence with Authorities regarding the Tenant's
                  compliance with Environmental Law at the Premises.

         3.13.3   The Tenant shall not cause or permit to be caused any Release
                  of Hazardous Substances at, on, over or under the Premises
                  otherwise than in accordance with the terms of an
                  Environmental Permit.

         3.13.4   The Tenant shall notify the Landlord in writing as soon as
                  reasonably practicable on becoming aware of any breach of its
                  obligations under Clauses 3.13.1 to 3.13.3 above and shall
                  then proceed with all due speed and diligence to take all such
                  steps as are necessary fully to remedy the consequences of
                  such breach (including the carrying out of Remediation Works,
                  if necessary) and to prevent any recurrence of it to the
                  Landlord's reasonable satisfaction.

         3.13.5   The Tenant shall permit the Landlord whenever reasonably
                  required (and in any event in the last six months of the Term
                  and on every occasion on which an application to assign or
                  underlet is made pursuant to Clause 3.8.2(b) or Clause 3.8.5)
                  to enter the Premises to conduct Investigation Works. The
                  Tenant shall provide such information as is reasonably
                  requested in connection with the same, and as soon as
                  reasonably practicable following receipt of a written report
                  from the Landlord or its consultants identifying any breach of
                  the terms of Clauses 3.13.1 or 3.13.3 the Tenant shall proceed
                  to carry out all necessary Remediation Works to the reasonable
                  satisfaction of the Landlord. The cost of Investigation

                                       18
<PAGE>

                  Works shall be borne by the Landlord unless the Investigation
                  Works reveal that the Tenant is in breach of any of its
                  obligations under this Clause 3.13 in which case the cost of
                  the Investigation Works and the cost of carrying out
                  Remediation Works shall be borne by the Tenant.

3.14     LANDLORD'S RIGHTS

         3.14.1   The Tenant shall permit the Landlord, any superior landlord
                  and persons authorised by any of them to exercise any right
                  excepted and reserved by Schedule 2 and in addition the right
                  to enter the Premises at all reasonable times after not less
                  than seven days' notice (except in emergency) with tools and
                  equipment (if appropriate):

                  (a)      to inspect the Premises to ascertain whether the
                           Tenant is complying with the Lease or to view their
                           state and condition or to make surveys or to show the
                           Premises to prospective tenants or purchasers or for
                           any other reasonable purpose.

                  (b)      to execute works following the Tenant's failure to
                           comply with a notice served under Clause 3.4.6
                           (without prejudice to any other remedy available to
                           the Landlord);

                  (c)      to abate a nuisance if the Tenant does not do so;

                  (d)      to comply with a Legal Obligation if the Tenant does
                           not do so;

                  (e)      to remove any goods stored or stacked on the external
                           parts of the Premises;

                  (f)      to remove any obstruction of the Common Parts;

                  (g)      to take schedules or inventories;

                  (h)      to inspect or execute works of repair, maintenance,
                           decoration, construction, alteration, improvement or
                           otherwise to the Estate or any other property or in
                           connection with the provision of Services

                                       19
<PAGE>

                  the person entering causing as little damage and disturbance
                  as is reasonably practicable and making good as soon as
                  practicable any physical damage to the Premises so caused.

         3.14.2   The Tenant shall permit the Landlord, any superior landlord,
                  and persons authorised by any of them to carry out any works
                  of repair, construction, development, improvement, alteration
                  or otherwise to, or use in any way the Estate (apart from the
                  Premises) or any other property and to erect scaffolding
                  notwithstanding temporary interference with the access of
                  light or air to the Premises or with any other right or
                  easement, but so far as practicable access to the Premises and
                  supplies of water, gas and electricity and drainage (where
                  applicable) will be maintained.

         3.14.3   The Tenant shall permit the affixation to suitable parts of
                  the Premises of reletting notices during the six months
                  preceding the End of the Term and of notices relating to the
                  disposal or acquisition of any reversionary interest at any
                  time.

         3.14.4   Any entry by the Landlord under this Clause shall not
                  constitute forfeiture or repudiation of the Lease.

3.15     COSTS

         The Tenant shall pay as a debt due to the Landlord and indemnify the
         Landlord against all liability, proper costs, fees, charges,
         disbursements and expenses connected with incidental to, consequent
         upon:

         3.15.1   an application for the Landlord's consent (whether or not the
                  consent is given or the application is withdrawn);

         3.15.2   a schedule of dilapidations during the Term or after the End
                  of the Term;

         3.15.3   notice pursuant to a provision of the Lease or under sections
                  146 or 147 of the Law of Property Act 1925 and proceedings
                  under those sections even if forfeiture is avoided otherwise
                  than by relief granted by the court;

         3.15.4   the recovery of arrears of Rent or other sums payable under
                  the Lease;

         3.15.5   the breach of any covenant or obligation of the Tenant under
                  the Lease;

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<PAGE>

         3.15.6   abating a nuisance which the Tenant fails to abate; and

         3.15.7   complying with a Legal Obligation if the Tenant does not do
                  so.

3.16     INTEREST

         Without prejudice to any other right or remedy of the Landlord, the
         Tenant shall pay to the Landlord Interest on any Rent and VAT (if
         applicable) which is not paid to the Landlord on the date it is due
         (whether payment is formally demanded or not) and Interest on any other
         sum which is not paid to the Landlord by the later of the date it is
         due and the date fourteen days after a demand for payment is made.

3.17     INDEMNITY

         The Tenant is responsible for, and shall indemnify and keep the
         Landlord indemnified against, all claims, demands, actions, or
         proceedings made or brought and all losses, damages, costs, expenses
         and liabilities incurred, suffered or arising directly or indirectly in
         respect of or otherwise connected with:

         3.17.1   the use and occupation of the Premises;

         3.17.2   the state of repair and condition of the Premises (except to
                  the extent (if any) caused by any act or default of the
                  Landlord);

         3.17.3   any act, default, omission or negligence of the Tenant or of
                  any other person at the Premises with the express or implied
                  authority of the Tenant or of anyone deriving title through
                  the Tenant; and

         3.17.4   any breach of any covenant or other provision of the Lease to
                  be observed or performed by the Tenant.

3.18     YIELDING UP

         At the End of the Term the Tenant shall:

         3.18.1   remove all signs and tenant's fixtures and fittings and
                  furniture and effects making good any damage to the Premises
                  so caused;

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<PAGE>

         3.18.2   remove any alterations or additions to the Premises if and to
                  the extent reasonably requested by the Landlord making good
                  any damage to the Premises so caused;

         3.18.3   replace with carpets of equal or better quality and appearance
                  any fitted carpets provided by the Landlord at the
                  commencement of the Term; and

         3.18.4   yield up the Premises in a state and condition consistent with
                  due compliance by the Tenant with its covenants and
                  obligations under the Lease.

4        INSURANCE

4.1      DEFINITIONS

         Where in this part the following words in bold type commence with
         capital letters they have the following meanings unless the context
         otherwise requires:

         "INSURANCE" means insurance effected at competitive rates in the open
         market in such insurance office of repute or with such underwriters and
         through such agency as the Landlord may decide and subject to such
         excesses, exclusions, limitations and conditions as the insurer may
         require and covering:

         4.1.1    the Premises (but specifically excluding tenant's and trade
                  fixtures and fittings) against the Insured Risks for a sum
                  sufficient to cover the cost of reinstatement assuming total
                  loss including all applicable VAT and ancillary costs (such as
                  site clearance and professional fees) and appropriate
                  allowance for inflation;

         4.1.2    Loss of Rent;

         4.1.3    such matters in relation to the Estate not otherwise
                  specifically mentioned in this part or effected under Clause
                  five of the Lease as the Landlord may from time to time
                  consider prudent;

         "INSURED RISKS" means risks of loss or damage by fire, storm, tempest,
         flood, lightning, explosion, aircraft, articles dropped from aircraft,
         riot, civil commotion, malicious damage, impact, bursting and
         overflowing of water tanks, apparatus and pipes (but excluding such
         risks as the Landlord in its reasonable discretion considers

                                       22
<PAGE>

         cannot be insured against in the UK market at a reasonable rate) and
         risks of loss or damage by such other perils against which the Landlord
         may insure;

         "LOSS OF RENT" means the loss of all Rent for a period of three years.

4.2      LANDLORD'S INSURANCE COVENANTS

         The Landlord covenants with the Tenant that the Landlord will:

         4.2.1    effect and maintain Insurance (but only so far as it is not
                  vitiated by any act, neglect or default of the Tenant, anyone
                  deriving title through the Tenant or anyone at the Premises
                  with the express or implied authority of either of them);

         4.2.2    upon reasonable request from time to time produce to the
                  Tenant full details of the policies of Insurance and evidence
                  that they are in force;

         4.2.3    notify the Tenant of any material change in the provisions of
                  any policy of insurance from time to time;

         4.2.4    in the event of any loss or damage against which it has
                  covenanted to effect Insurance, apply all monies received from
                  the insurer (other than for Loss of Rent) and from the Tenant
                  pursuant to Clause 4.4 in making good such loss or damage,
                  carrying out any necessary works of reinstatement as soon as
                  reasonably practicable and will to the extent that such monies
                  are insufficient as a result of the Landlord's act, neglect or
                  default make up such insufficiency out of its own resources.

4.3      ABATEMENT OF RENT

         4.3.1    If by reason of destruction or damage by an Insured Risk the
                  Premises or the main access thereto are wholly or partially
                  unfit for occupation and use or inaccessible and Insurance has
                  not been vitiated or any payment refused by reason of some
                  act, neglect or default of the Tenant, someone deriving title
                  through the Tenant, or some person with the express or implied
                  authority of either of them then the Rent and Service Charge
                  or a fair proportion thereof according to the nature and
                  extent of the damage sustained, shall cease to be payable
                  until the Premises are again fit for

                                       23
<PAGE>

                  occupation and use and accessible to the extent only that such
                  Loss of Rent is recoverable under Insurance against Loss of
                  Rent.

         4.3.2    If the Premises are so damaged or destroyed by any of the
                  Insured Risks as to become unfit for occupation or use and
                  they remain so unfit three years after the damage or
                  destruction (the "Three Year Period") then either party may
                  end this Lease by serving on the other not less than three
                  months written notice given within one month after the
                  expiration of the Three Year period.

         4.3.3    Termination under the preceding clause shall not affect the
                  rights that either party may have against the other and any
                  monies received under the insurance policy belong to the
                  Landlord.

         4.3.4    A dispute as to the amount or duration of such cesser of Rent
                  and Service Charge shall be referred to arbitration under the
                  Arbitration Act 1996 the arbitrator to be appointed (failing
                  agreement between the Parties) by the President of the Royal
                  Institution of Chartered Surveyors upon the application of
                  either Landlord or Tenant.

4.4      TENANT'S INSURANCE COVENANTS

         The Tenant covenants with the Landlord that the Tenant will:

         4.4.1    pay to the Landlord upon demand all premiums and other
                  expenses (including valuation fees) incurred by the Landlord
                  in effecting and maintaining Insurance;

         4.4.2    comply with the insurers' requirements and recommendations in
                  relation to the Premises and will not do, or omit to do,
                  anything which may make any policy of Insurance void or
                  voidable in whole or in part or increase the premium for any
                  policy but if as a result of a breach of this covenant a
                  premium is increased then the Tenant will forthwith upon
                  demand pay to the Landlord the whole of such increase;

         4.4.3    provide and maintain such fire fighting equipment on the
                  Premises as the insurer or an Authority may require;

                                       24
<PAGE>

         4.4.4    forthwith notify the Landlord of any loss, damage or
                  destruction of or relating to the Premises and of any other
                  event which comes to the attention of the Tenant and which may
                  affect or give rise to a claim under a policy of Insurance;

         4.4.5    forthwith upon demand pay to the Landlord an amount equal to
                  all monies which the Landlord is unable to recover under a
                  policy of Insurance by reason of:

                  (a)      an act, default or omission of the Tenant; or

                  (b)      a condition of the policy; or

                  (c)      the imposition by the insurer or the reasonable
                           acceptance by the Landlord of an obligation to bear
                           part of an insured loss (commonly called an excess);

         4.4.6    not effect any insurance equivalent to the Insurance, but if
                  in breach of this covenant it does so, it shall pay to the
                  Landlord all monies received under such insurance;

         4.4.7    effect third party and public liability insurance at the
                  Premises for such sum as may prudently be required in order to
                  meet potential claims from time to time;

         4.4.8    when the Premises are not in use (unoccupied) ensure that:

                  (a)      the Premises are secure against intrusion;

                  (b)      the Premises are inspected both internally and
                           externally at least once a week;

                  (c)      all electrical services (except those serving fire or
                           security alarms or similar apparatus), water and gas
                           supplies are turned off and all plumbing/heating
                           installations are drained;

                  (d)      all rubbish and combustible materials are removed
                           from inside or near the Premises.

                                       25
<PAGE>

5        SERVICE CHARGE

5.1      THE SERVICES

         In Clause 5 of the Lease the SERVICES are services in respect of the
         management and maintenance of the Estate including (but not limited
         to):

         5.1.1    the inspection, testing, repair, servicing and maintenance of
                  the Retained Property (including replacement of parts where
                  appropriate);

         5.1.2    cleaning and lighting the Retained Property and refuse
                  disposal;

         5.1.3    decorating and furnishing the Retained Property and providing
                  and maintaining decorative features (such as landscaped areas,
                  flowers and seasonal directions) including replacing any
                  landscaped areas in accordance with the principles of good
                  estate management;

         5.1.4    operating and maintaining the Plant;

         5.1.5    providing such further and improved Plant as an Authority may
                  require, or for the greater amenity of those using the Estate,
                  or for the more efficient management of the Estate;

         5.1.6    carrying out such works and taking such other action as may be
                  appropriate in order to comply with the lawful requirements or
                  recommendations of an insurer or an Authority;

         5.1.7    providing, maintaining and keeping in repair all signboards
                  from time to time at the Estate;

         5.1.8    pedestrian and vehicular traffic control, security (including
                  a CCTV system and the provision of security staff) and the
                  preparation and enforcement of Regulations; and

         5.1.9    insurance of Plant and equipment and of the furnishings and
                  contents of the Retained Property and such other insurance
                  relating to the management of the Estate (including third
                  party and public liability at the Estate) as the Landlord may
                  consider prudent.

                                       26
<PAGE>

         5.1.10   providing such other services or facilities for the greater
                  amenity of those using the Estate or for the more efficient
                  management of the Estate.

5.2      SERVICE COSTS

         In this part of the Lease SERVICE COSTS means the aggregate of the
         costs and expenses incurred by the Landlord in the provision of the
         Services including (but not limited to):

         5.2.1    all rates, taxes, charges, assessments and outgoings payable
                  in respect of all or any part of the Retained Property or in
                  respect of the Estate as a whole (as distinct from any one or
                  more Units);

         5.2.2    the cost of water, electricity, gas, oil or other supplies for
                  the provision of the Services or otherwise consumed in the
                  Retained Property;

         5.2.3    the cost of employing or arranging for the employment of staff
                  to provide the Services, such cost to include all reasonable
                  incidental expenditure such as (without prejudice to the
                  generality of the foregoing) that relating to: insurance,
                  pension and welfare contributions; the provision of clothing;
                  the provision of tools and equipment; the provision of
                  accommodation;

         5.2.4    the cost of providing, maintaining and renewing such
                  equipment, materials and supplies as are from time to time
                  required in order to provide the Services;

         5.2.5    the cost of all maintenance and other contracts entered into
                  in relation to the provision of the Services;

         5.2.6    all contributions to the roads, pipes, walls, structures or
                  other things common to or used in common by the Estate and
                  other property;

         5.2.7    the cost to the Landlord of complying with, or contesting the
                  requirements or proposals of, any Authority insofar as they
                  relate to the Estate (as distinct from any particular Unit or
                  Units);

         5.2.8    the cost of carrying out health and safety audits, fire safety
                  audits and environmental audits in accordance with good estate
                  management;

                                       27
<PAGE>

         5.2.9    the fees of managing agents retained by the Landlord in
                  relation to the management of the Estate, the provision of the
                  Services and the collection of Service Charge and Estimated
                  Service Charge (as defined in Clause 5.3) due from tenants and
                  occupiers of the Estate (or where any such task is carried out
                  by the Landlord a reasonable charge for the Landlord in
                  relation thereto);

         5.2.10   the cost of preparing and auditing Service Charge accounts
                  (whether carried out by the Landlord or by the Landlord's
                  agents or accountants);

         5.2.11   the cost of obtaining such professional advice as may from
                  time to time be appropriate in relation to the management of
                  the Estate and the provision of Services;

         5.2.12   VAT (or other tax) where chargeable on any of the Service
                  Costs to the extent that it cannot be recovered by the
                  Landlord;

         5.2.13   all other costs, charges, expenses and outgoings incurred in
                  or incidental to the provision of the Services; and

         5.2.14   such provision for anticipated future expenditure in relation
                  to the Services as may be appropriate in relation to the good
                  management of the Estate and provision of Services and in
                  accordance with the current Code of Commercial Practice.

5.3      PROVISION OF SERVICES

         5.3.1    The Landlord will:

                  (a)      keep the Retained Property in good and substantial
                           repair and condition and, where appropriate, keep the
                           Plant in the Retained Property in good working order
                           and the Common Parts adequately cleaned and lit;

                  (b)      provide an appropriate standard for the good
                           management of the Estate and in a prudent manner the
                           Services and such other services as are desirable in
                           the interests of good estate management;

                                       28
<PAGE>

                  (c)      comply with all regulations of any Authority in
                           respect of the Retained Property.

                  PROVIDED ALWAYS the Landlord shall consult with and have
                  regard to the wishes of the Tenant before providing any such
                  other Services.

         5.3.2    The Landlord will have no liability to the Tenant:

                  (a)      for failure to provide a Service during any period
                           when the Tenant is in arrears with payment of Rent,
                           insurance contribution, Service Charge or any other
                           monies due from the Tenant to the Landlord under the
                           Lease;

                  (b)      for the interruption of a Service for reasons of
                           inspection, maintenance, repair or other works (in
                           which event the Landlord will restore the Service as
                           soon as reasonably practicable);

                  (c)      for failure to provide a Service due to damage,
                           breakdown, inclement weather shortage of fuel or
                           water, or any other cause beyond the Landlord's
                           reasonable control (although the Landlord will then
                           take all reasonable steps to restore such Service or
                           provide an alternative Service as soon as reasonably
                           practicable)

                  (d)      for withdrawal of a Service if the Landlord
                           reasonably considers it is no longer appropriate; or

                  (e)      in respect of any act, omission or negligence of any
                           employee of the Landlord or other person providing or
                           purporting to provide any Service.

         5.3.3    The Tenant shall not be required to pay as part of the Service
                  Charge:

                  (a)      the initial capital cost of the construction or any
                           building on the premises or the Retained Property; or

                  (b)      the initial capital cost of the fixtures equipment
                           plant and machinery within any building on the
                           Premises or the Retained Property; or

                                       29
<PAGE>

                  (c)      the initial capital cost of providing the services to
                           any building on the Premises or the Retained Property
                           including the heating and air conditioning; or

                  (d)      the cost of remedying any damage caused by an Insured
                           Risk.

5.4      THE SERVICE CHARGE

         5.4.1    Where in this clause the following words in bold type commence
                  with capital letters they have the following meanings unless
                  the context otherwise requires:

                  "ACCOUNT DATE" means 31 March in each year or such other date
                  in each year as the Landlord may stipulate;

                  "ACCOUNT PERIOD" means the period from and excluding one
                  Account Date up to and including the next Account Date;

                  "ACCOUNT STATEMENT" means a statement certified by a duly
                  qualified chartered surveyor or chartered accountant (and in
                  the absence of manifest error to be accepted by the Tenant as
                  conclusive) showing: the Total Charge for the relevant Account
                  Period; the Due Proportion; the Service Charge; details of all
                  Estimated Service Charge received in respect of the relevant
                  Account Period and any balance of Service Charge due from the
                  Tenant or refund due to the Tenant;

                  "DUE PROPORTION" means a fair proportion as conclusively
                  determined from time to time by the Landlord acting
                  reasonably;

                  "ESTIMATED SERVICE CHARGE" means payment on account of the
                  Service Charge;

                  "SERVICE CHARGE" means the Due Proportion of the Total Charge;

                  "TOTAL CHARGE" means the total of all Service Costs during an
                  Account Period net of any receipts from insurers, the Tenant
                  or other occupiers of the Estate or third parties (otherwise
                  than by way of a service charge) which are properly applicable
                  towards payment of such Service Costs.

                                       30
<PAGE>

         5.4.2    The Tenant hereby covenants to pay to the Landlord by way of
                  equal instalments in advance on each quarter day during the
                  Term and proportionately for less than an Account Period an
                  Estimated Service Charge of such sum as the Landlord may
                  reasonably demand having regard to actual and anticipated
                  Service Costs.

         5.4.3    As soon as practicable after an Account Date the Landlord
                  shall submit to the Tenant an Account Statement for the
                  Account Period ending on that Account Date and

                  (a)      if the Account Statement shows that a balance of
                           Service Charge is due from the Tenant, the Tenant
                           shall pay such balance to the Landlord within
                           fourteen days of receipt of the Account Statement;

                  (b)      if the Account Statement shows that a refund is due
                           to the Tenant, such refund shall during the Term be
                           set off against future Service Charge Payments and
                           following the determination of the Term be set off
                           against any other monies due from the Tenant to the
                           Landlord and the balance (if any) paid to the Tenant.

         5.4.4    The provisions of this clause will survive the End of the
                  Term.

         5.4.5    The Service Charge payable by the Tenant shall not be
                  increased by any part of the Estate being unlet at any time.

6        LANDLORD'S COVENANTS

6.1      QUIET ENJOYMENT

         The Landlord covenants with the Tenant that it will permit the Tenant
         peaceably and quietly to hold and enjoy the Premises without any
         interruption or disturbance from or by the Landlord or any person
         claiming under or in trust for the Landlord.

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<PAGE>

7        RENT REVIEW

7.1      DEFINITIONS AND INTERPRETATION

         7.1.1    Where in Clause 7 of the Lease the following words in bold
                  type commence with capital letters they have the following
                  meanings unless the context otherwise requires:

                  "OPEN MARKET RENT" is as defined in Clause 7.3;

                  "RELEVANT REVIEW DATE" means the Review Date by reference to
                  which Rent is being reviewed;

                  "REVIEW DATE" means any one of the Review Dates;

                  "REVIEW DATES" means 1 September 2008, 1 September 2013 and 1
                  September 2018.

         7.1.2    Time is not of the essence.

7.2      REVIEW OF RENT

         With effect from each Review Date the Rent shall be the amount payable
         (but for any abatement of Rent) immediately prior to that Review Date
         or if Greater the Open Market Rent as agreed or determined under Clause
         7 of the Lease;

7.3      OPEN MARKET RENT

         "OPEN MARKET RENT" means the market rent which would reasonably be
         expected to become payable in respect of the Premises after the expiry
         of a rent free period of such length for fitting out the Premises as
         would be negotiated in the open market between a willing landlord and a
         willing tenant:

         7.3.1    upon a letting of the Premises:

                  (a)      as a whole;

                  (b)      by a willing landlord to a willing tenant;

                  (c)      with vacant possession;

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                  (d)      on the open market;

                  (e)      without a fine or premium;

                  (f)      for a term of 10 years commencing on the Relevant
                           Review Date;

                  (g)      including provisions for review of rent at five
                           yearly intervals; and

                  (h)      otherwise on the same terms as the Lease (except as
                           to the amount of the Rent, except as to the
                           reservation of the Additional Rent and except for
                           Clause 3.7.4 which shall be deemed to be omitted).

         7.3.2    assuming that:

                  (a)      the covenants and provisions of the Lease on the part
                           of the Landlord and the Tenant have been fully
                           performed and observed;

                  (b)      no work has been carried out to the Premises (unless
                           by the Landlord or a superior landlord) which has
                           diminished their rental value;

                  (c)      if the Premises have been destroyed or damaged they
                           have been fully restored;

                  (d)      any licence required by law for using the Premises
                           for the Permitted User or any other use of the
                           Premises has been obtained and is available for the
                           benefit of any willing tenant;

         7.3.3    but disregarding:

                  (a)      any effect on rent of the fact that the Tenant, any
                           undertenant or any of their respective predecessors
                           in title have been in occupation of the Premises;

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

                  (c)      any adverse effect upon rent of any temporary works,
                           operations or other activities on any adjoining or
                           neighbouring property;

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<PAGE>

                  (d)      any effect on rent attributable to any improvement to
                           the Premises or any part of the Premises carried out
                           by the Tenant or a permitted undertenant with the
                           Landlord's consent where required but without cost to
                           the Landlord and not pursuant to an obligation to the
                           Landlord;

                  (e)      on the Review Date of 1 September 2008 only (but not
                           at any subsequent Review Date) any effect on rent
                           attributable to the works described in the
                           Specification.

7.4      PROCEDURE

         7.4.1    The Landlord may serve upon the Tenant notice during the
                  period of nine months before, or at any time after, a Review
                  Date requiring the Rent to be increased with effect from that
                  Review Date or stating that the Rent is not to be increased.

         7.4.2    If the Landlord serves notice requiring the Rent to be
                  increased (REVIEW NOTICE) the Landlord and the Tenant shall
                  endeavour to agree the Open Market Rent as at the Relevant
                  Review Date.

         7.4.3    If the Landlord and the Tenant do not agree the Open Market
                  Rent within three months after service of a Review Notice or
                  by the date three months before the Relevant Review Date
                  (whichever is the later), either may by notice to the other
                  require the Open Market Rent to be determined by a Chartered
                  Surveyor having at least ten years' experience in assessing
                  the rental value of premises similar to the Premises and
                  acting as a single arbitrator.

         7.4.4    If the Landlord and the Tenant do not agree on the joint
                  appointment of an arbitrator the arbitrator shall be nominated
                  on the joint application of the Landlord and the Tenant (or if
                  either of them neglects to concur in such application then on
                  the sole application of the other) by the President or other
                  chief officer or acting chief officer for the time being of
                  the Royal Institution of Chartered Surveyors.

         7.4.5    The arbitrator shall act as an arbitrator in accordance with
                  the Arbitration Act 1996.

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         7.4.6    The arbitrator shall within three months of his appointment,
                  or within such extended period as the Landlord may agree, give
                  to the Landlord and the Tenant written notice of the amount of
                  the Open Market Rent as determined by him, but if he does not,
                  or if for any reason it becomes apparent that he will not be
                  able to, complete his duties in accordance with his
                  appointment, the Landlord and the Tenant may agree upon or
                  either of them may apply for the appointment of another
                  arbitrator (which procedure may be repeated as often as
                  necessary) pursuant to the provisions of this Clause.

7.5      DELAYED REVIEW

         Where the Rent payable with effect from a Review Date is not
         ascertained prior to that Review Date the Tenant shall:

         7.5.1    with effect from the Relevant Review Date pay an INTERIM RENT
                  at the rate at which Rent was payable (ignoring any abatement)
                  immediately prior to that Review Date; and

         7.5.2    if the Rent when ascertained exceeds the Interim Rent then
                  within fourteen days of the Rent being ascertained (the
                  PAYMENT DATE) pay to the Landlord an amount equal to the
                  aggregate of the sums by which each quarterly instalment of
                  Rent would have exceeded each instalment of Interim Rent had
                  the Rent been ascertained by the Relevant Review Date,
                  together with Interest on each of those sums from the date it
                  would have been due to the Payment Date at a rate 3% below the
                  Interest Rate.

7.6      MEMORANDA

         Where Rent is increased with effect from a Review Date the Landlord and
         Tenant shall (at their own cost) sign memoranda thereof in such form as
         the Landlord may reasonably require for annexation to both the original
         and counterpart of the Lease.

8        MISCELLANEOUS PROVISIONS

8.1      RECOVERY OF MONEY

         In addition to any other remedy available to the Landlord, all moneys
         due from the Tenant to the Landlord under the Lease may be recovered as
         if such moneys were reserved as rent.

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<PAGE>

8.2      USER

         The Landlord does not warrant that the Premises may lawfully be used
         for any purpose authorised under the Lease.

8.3      EASEMENTS

         8.3.1    The Tenant is not entitled to, and the Premises do not enjoy,
                  any right of light or air which might restrict or interfere
                  with the free use of any other property for building or any
                  other purpose.

         8.3.2    The operation of Section 62 of the Law of Property Act 1925 is
                  excluded from the Lease and the only rights granted with the
                  Premises are those expressly granted in the Lease.

         8.3.3    To the extent that the rule against perpetuities applies to
                  any right granted or reserved hereunder or other matter, such
                  right may be exercised at any time and such matters shall take
                  effect within the Perpetuity Period, but not beyond it.

8.4      EXERCISE OF RIGHTS OF ENTRY

         A person exercising any right of entry granted or reserved under the
         Lease in order to carry out works must:

         8.4.1    give reasonable prior notice to the relevant Party (except in
                  emergency);

         8.4.2    exercise the right in a manner which causes as little damage
                  and inconvenience as is practicable in the circumstances; and

         8.4.3    make good any physical damage caused as soon as is reasonably
                  practicable.

8.5      LIABILITY

         8.5.1    The Landlord is not responsible to the Tenant or to anyone at
                  the Premises with the Tenant's express or implied authority
                  for any accident, injury, damage or loss.

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<PAGE>

         8.5.2    The Landlord is not responsible for any accident, injury,
                  damage or loss resulting or alleged to result from the
                  negligence, act or omission of any tenant or employee, officer
                  or agent of the Landlord.

8.6      COMPENSATION

         Any statutory right of the Tenant to claim compensation from the
         Landlord whether on vacating the Premises or otherwise is excluded to
         the extent that the law allows.

8.7      NOTICES

         8.7.1    Any notice by one party (the SENDER) to another (the
                  RECIPIENT) must be in writing.

         8.7.2    A notice is duly served if given by any means from time to
                  time authorised by law including:

                  (a)      if delivered to the recipient;

                  (b)      if sent by first class registered or recorded
                           delivery post addressed to the recipient;

                  (c)      if sent by fax to the recipient

                  in each case at an authorised address.

         8.7.3    Any notice so served shall be deemed to have been received as
                  follows:-

                  (a)      if delivered - on the day of delivery if delivered at
                           least two hours before the close of business hours on
                           a business day and in any other case on the next
                           business day;

                  (b)      if sent by post (otherwise than at a time when the
                           sender is or ought reasonably to be aware of a
                           disruption of the relevant postal service) - two
                           business days after posting, exclusive of the day of
                           posting;

                  (c)      if sent by fax (unless the sender knows or ought
                           reasonably to know that the transmission has failed
                           or is incomplete) - at the time of transmission, if
                           received at least two hours before the close of

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<PAGE>

                           business hours on a business day, and in any other
                           case on the next business day.

         8.7.4    For the purposes of this clause:

                  (a)      an AUTHORISED ADDRESS means any of the following:

                           (i)      in the case of a company incorporated in
                                    England, Scotland or Wales its registered
                                    office;

                           (ii)     in the case of an individual his address as
                                    stated in this deed or other address last
                                    known to the sender;

                           (iii)    in the case of a partnership its principal
                                    place of business as stated in this deed or
                                    other principal place of business last known
                                    to the sender;

                  (b)      a BUSINESS DAY means any day expect Saturday Sunday
                           or a bank or public holiday;

                  (c)      BUSINESS HOURS means the hours of 9.30 a.m. to 5.30
                           p.m. on a business day.

9        FORFEITURE

9.1      RIGHT OF RE-ENTRY

         The Landlord may forfeit the Lease by proceedings or by re-entering the
         Premises (or part of them) if:

         9.1.1    any Rent or Additional Rent remains unpaid 21 days after it is
                  due (whether formally demanded or not); or

         9.1.2    any covenant or stipulation in the Lease which is to be
                  performed or observed by the Tenant is not performed or
                  observed; or

         9.1.3    the Tenant permits any execution or distress to be levied on
                  any goods in the Premises; or

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<PAGE>

         9.1.4    the Tenant (or any one party included within the definition of
                  the Tenant) or any guarantor for the Tenant becomes Insolvent
                  (as defined in the next Clause).

9.2      INSOLVENCY

         "INSOLVENT" means for the purposes of Clause 9 of the Lease:

         9.2.1    for a company:

                  (a)      the appointment of a receiver, administrative
                           receiver, liquidator or administrator;

                  (b)      any proceedings in court (including the presentation
                           of a petition) for the appointment of a administrator
                           or liquidator;

                  (c)      the making of a voluntary arrangement;

                  (d)      any other analogous event from time to time in
                           England and Wales or any other applicable
                           jurisdiction;

                  but excluding a voluntary liquidation for the purpose of
                  amalgamation;

         9.2.2    for an individual:

                  (a)      the appointment of a receiver or trustee in
                           bankruptcy;

                  (b)      any proceedings in court (including the presentation
                           of a petition) for a bankruptcy order;

                  (c)      the making of an individual voluntary arrangement or
                           deed of arrangement;

                  (d)      any other analogous event from time to time in
                           England and Wales or any other applicable
                           jurisdiction;

         9.2.3    for a partnership:

                  (a)      the appointment of a receiver, liquidator or
                           administrator

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<PAGE>

                  (b)      any proceedings in court (including the presentation
                           of a petition) for the appointment of an
                           administrator or liquidator

                  (c)      the making of a voluntary arrangement;

                  (d)      any other analogous event from time to time in
                           England and Wales or any other applicable
                           jurisdiction.

10       GUARANTEE

         GUARANTOR'S OBLIGATIONS

10.1     The Guarantor covenants with the Landlord for a period of five years
         from the date of this Lease or (if earlier) until such time as the
         Tenant is able to demonstrate to the Landlord a net annual profit on
         the part of the Tenant before tax for each of the three immediately
         preceding years in excess of three times the Rent and equity
         shareholders' funds for each of the three preceding years in excess of
         ten times the Rent as a primary obligation that during the Term (or
         until earlier release by operation of law or otherwise) the Tenant
         shall punctually pay the Rent and observe and perform the covenants and
         other provisions of the Lease, and in case of default the Guarantor
         will pay the Rent and observe and perform the covenants and provisions
         in respect of which the Tenant is in default and make good to the
         Landlord on demand, and indemnify the Landlord against, all losses,
         damages, costs and expenses thereby arising or incurred by the
         Landlord.

10.2     The liability of the Guarantor shall not be affected in any way by:

         10.2.1   any neglect or forbearance of the Landlord in enforcing
                  payment of Rent or observance or performance of the covenants
                  and provisions of the Lease;

         10.2.2   any time or indulgence given to the Tenant by the Landlord;

         10.2.3   any refusal by the Landlord to accept Rent from the Tenant
                  following a breach of covenant by the Tenant;

         10.2.4   any agreement with the Tenant, any licence or consent granted
                  to the Tenant, or any variation in the terms of the Lease;

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<PAGE>

         10.2.5   the death of the Tenant (if an individual) or the dissolution
                  of the Tenant (if a company), or the Tenant otherwise ceasing
                  to exist;

         10.2.6   a surrender of part of the Premises, except that the Guarantor
                  will have no liability in relation to the surrendered part in
                  respect of any period following the date of surrender;

         10.2.7   the release of any person, apart from the express release in
                  writing of the Guarantor;

10.3     If the Tenant is a company and is dissolved, or if the liquidator or
         the trustee in bankruptcy of the Tenant or the Crown disclaims the
         Lease, the Guarantor shall upon written notice from the Landlord given
         within twelve months after the date of dissolution or disclaimer accept
         a new lease of the Premises:

         10.3.1   for a term commencing on the date of dissolution or disclaimer
                  and continuing for the residue then remaining unexpired of the
                  Term at the Rent then payable under the Lease;

         10.3.2   subject to and with the benefit of the Lease if still
                  subsisting;

         10.3.3   subject to the same covenants and provisions as in the Lease
                  (without however requiring any other person to act as
                  guarantor);

         such new lease to take effect from the date of dissolution or
         disclaimer and to be granted at the cost of the Guarantor who shall
         execute and deliver to the Landlord a counterpart of it.

         TENANT'S BREAK CLAUSE

10.4     In this clause "DETERMINATION DATE" means 1 September 2013.

10.5     If the Tenant wishes to determine the Lease on the Determination Date
         it must:

         10.5.1   serve notice on the Landlord not earlier than twelve months
                  and not later than six months before the Determination Date of
                  its intention to determine the Lease;

         10.5.2   pay the Rent and other money due under the Lease up to the
                  Determination Date; and

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<PAGE>

         10.5.3   yield up the Premises on the Determination Date with vacant
                  possession and otherwise in accordance with Clause 3.18.

10.6     Subject to compliance with the previous sub-clause the Lease shall
         determine on the Determination Date but without prejudice to the rights
         of any Party against another in respect of any antecedent breach of
         covenant or the Tenant's obligations under the following sub-clause.

10.7     If the Lease is determined under this clause the Tenant shall on the
         relevant Determination Date hand over to the Landlord the original
         Lease and all other title deeds and documents relating to the Lease and
         shall execute any document that the Landlord may reasonably require in
         order to cancel any entry or title relating to the Lease at HM Land
         Registry.

11       CERTIFICATION

11.1     It is hereby certified that the Lease is made pursuant to an agreement
         for lease dated 4 June 2003.

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

12       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         Unless the Contracts (Rights of Third Parties) Act 1999 is expressly
         stated to apply, no person other than the Landlord or the Tenant or the
         Guarantor may enforce any term of the Lease under that Act.

13       JURISDICTION

13.1     The Lease shall be governed by and construed in accordance with English
         law.

13.2     Each Party submits to the exclusive jurisdiction of the English courts
         in respect of all matters arising out of the Lease but the Landlord
         shall have the right to bring proceedings in the courts of any other
         jurisdiction for the purpose of enforcing a judgment.

14       DELIVERY

         This deed remains undelivered until the date hereof.

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<PAGE>

                                   SCHEDULE 1

                                     RIGHTS

The Tenant and those deriving title through or otherwise authorised by the
Tenant shall have the following rights in common with others during the Term
(subject always to compliance with the Regulations):

1.       at all times the right of access to and egress from the Premises with
         or without vehicles over the roads and on foot over the footpaths on
         the Estate and the right otherwise to use the Common Parts for the
         purposes for which they are intended;

2.       a right to connect into and use (subject to the regulations of any
         appropriate Authority) Conduits for the supply of services and drainage
         and such other Conduits as may from time to time be available for
         connection to individual Units;

3.       a right to connect into and use such Plant as may from time to time be
         available for connection to individual Units;

4.       a right to place signs in accordance with Clause 3.6 of this Lease;

5.       full rights of support and protection for the Premises;

6.       all rights permitted to the Tenant under Clause three of the Lease.

Provided that the Landlord may temporarily stop up or block the roads and
footpaths on the Estate or the Common Parts in connection with the provision of
services.

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<PAGE>

                                   SCHEDULE 2

                           EXCEPTIONS AND RESERVATIONS

The following rights are excepted and reserved to the Landlord and to all others
authorised from time to time by the Landlord:

1.       all rights of support and protection afforded by the Premises;

2.       right to free and uninterrupted passage and running of water, drainage,
         gas, electricity, communication and other services by any Conduit in or
         passing through the Premises and the right to enter the Premises in
         order to inspect, clean, maintain, repair, renew, remove, divert, or
         make connections with any Conduit or to install any new Conduit;

3.       all rights which the Tenant covenants to permit under Clause three of
         the Lease.

                                       44
<PAGE>

                                   SCHEDULE 3

                                  INCUMBRANCES

The rights, exceptions, reservations and covenants contained or referred to in
the Landlord's freehold title number EX243648.

                                       45
<PAGE>

                                   SCHEDULE 4

                                       VAT

1        OUTPUT TAX

         Where the Lease requires the Tenant to pay repay reimburse or provide
         any amount or other consideration in respect of a VAT supply to the
         Tenant by the Landlord such amount or other consideration will be
         deemed to be exclusive of any VAT chargeable on that VAT supply
         (whether by virtue of a VAT election made or to be made or otherwise)
         and the Tenant covenants to pay to the Landlord a sum equal to that
         VAT.

2        INPUT TAX

         Where the Lease requires the Tenant to pay repay reimburse or provide
         any amount or other consideration in respect of a VAT supply to the
         Landlord the Tenant covenants to pay to the Landlord upon production of
         a valid VAT invoice a sum equal to the whole or a fair proportion of
         the VAT charge to the Landlord on that VAT supply as appropriate (any
         such proportion in the absence of manifest error to be conclusively
         determined by the Landlord's surveyor acting properly) less a like
         proportion of any part of that VAT for which the Landlord is entitled
         to credit under Section 24, 25 and 26 of the Value Added Tax 1994 (or
         any statutory re-enactment or modification thereof) or which the
         Landlord is otherwise able to recover.

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                                   SCHEDULE 5

                                   REGULATIONS

1        Parking is only permitted within designated areas and not on the estate
         roads or pedestrian areas. The Landlord may employ a wheel clamping or
         security company to enforce this regulation and a fee may be charged
         for the removal of the wheel clamp or for the release of the vehicle.

2        Heavy goods vehicles in excess of 20 metric tonnes must not enter the
         public car parking areas.

3        All drivers must observe the traffic regulations and speed restrictions
         on the estate roads as notified from time to time by the Landlord.

4        Loading, unloading, delivery and despatch of goods is to be carried out
         only in the areas designated and by means of the entrances designated
         for such purposes.

5        No obstruction must be caused on the Common Parts. Any obstruction may
         be removed by the Landlord and disposed of without notice.

6        No goods are to be stored or machinery installed on the external areas
         of the Premises.

7        Refuse must be stored in skips or containers which have lids and must
         be locked when not in use. The area around the skip must be kept clean
         and tidy and waste must be removed on a regular basis and refuse skips
         or containers must not be overfilled.

8        Where the Tenant is permitted waste ships and pallets, these must be
         placed at least six metres away from any building so as to reduce the
         risk of fire damage.

9        Fire doors and exit escape routes must be kept clear of all
         obstructions.

10       Tenants' signage is to be erected only on areas designated for that
         purpose and with the Landlord's consent as provided in this lease. Any
         unauthorised signs in the Common Parts will be removed and disposed of
         without further notice.

11       No sound amplification equipment may be used in a manner that is
         audible outside the Premises.

12       No refuse or materials may be burnt on any part of the Estate.

13       The repair and maintenance of motor vehicles (other than by an
         emergency service) is not permitted on any part of the Estate.

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<PAGE>

14       Tenants must inform the Landlord in advance if any contractor engaged
         by them requires temporary consent to place goods or equipment in the
         Common Parts in connection with repair or maintenance of the Premises
         only.

15       All users will respect the landscaping and keep to the designated paths
         and roads.

The Landlord reserves the right to remove all unauthorised signage, goods and
rubbish stored in breach of these regulations and to charge the Tenant the cost
of removal and/or storage.

These regulations are not intended to be definitive or exhaustive and may be
altered or added to from time to time as the Landlord may reasonably direct.

First edition: July 2002.

EXECUTED as a DEED by                    )
JUNIPER DEVELOPMENTS                     )
LIMITED acting by:                       )

                                           /s/Roland D.S. Nevett
                                           Director

                                           /s/Christine A. Shaw
                                           Assistant Secretary

THE COMMON SEAL of                       )
ASHWORTH UK LIMITED                      )
was hereunto affixed in the presence of: )

                                           /s/Terence Tsang
                                           Director

                                           /s/Jordan Company Secretaries Limited
                                           Secretary

EXECUTED as a DEED by                    )
ASHWORTH UK LIMITED                      )
acting by:                               )

                                           /s/Terence Tsang
                                           Director

                                           /s/Halina Balys
                                           Director

                                       48