<PAGE>

                                                                 Exhibit 10.23.1

THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT
(COVENANTS) ACT 1995

                                DATED 2 JULY 2002

                       EALING BROADWAY (NO. 1) LIMITED AND
                         EALING BROADWAY (NO. 2) LIMITED

                                       AND

                         CRYSTAL DECISIONS (UK) LIMITED

          ____________________________________________________________

                                      DEED

                                   RELATING TO

                                PREMISES KNOWN AS
                THE BROADWALK, EALING BROADWAY CENTRE, LONDON W5

          ____________________________________________________________

                                NABARRO NATHANSON
                                   LACON HOUSE
                                 THEOBALD'S ROAD
                                 LONDON WCLX 8RW
                               TEL: 020 7524 6000

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   SUBJECT MATTER                                                     PAGE
                                                                            ----
<S>      <C>                                                                <C>
1.       DEFINITIONS..................................................         1

2.       INTERPRETATION...............................................         4

3.       DEMISE, TERM AND RENT........................................         5

4.       TENANT'S COVENANTS...........................................         6

                  To pay rents........................................         6
                  To pay outgoings....................................         6
                  Service Charge......................................         6
                  Comply with Acts....................................         6
                  Repair..............................................         6
                  Decoration..........................................         7
                  To permit the Landlord to repair in default.........         7
                  Alterations.........................................         7
                  Signs and advertisements............................         8
                  Overloading.........................................         8
                  User................................................         8
                  Restrictions on User................................         8
                  Alienation..........................................         9
                  Registration........................................        10
                  To permit viewing...................................        11
                  To inform the Landlord of notices...................        11
                  Reimburse fees incurred by Landlord.................        11
                  The Planning Acts...................................        11
                  Encroachment and easements..........................        12
                  Indemnity...........................................        12
                  To pay charges......................................        12
                  Interest on overdue payments........................        12
                  VAT.................................................        12
                  Management..........................................        13
                  Superior interests..................................        13

5.       LANDLORD'S COVENANTS.........................................        13

                  Quiet enjoyment.....................................        13
                  To insure...........................................        13
                  To provide services.................................        14

6.       AGREEMENTS...................................................        14

                  Re-entry............................................        14
                  Cesser of rent......................................        15
</TABLE>

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<TABLE>
<S>      <C>                                                                <C>
                  No easements........................................        15
                  Service of notices..................................        15
                  Contracts (Rights of Third Parties) Act 1999........        15

7.       JURISDICTION.................................................        15

THE FIRST SCHEDULE PART I Description of Demised Premises.............        17
         PART II Easements and Rights Granted.........................        18
         PART III Easements and Rights Reserved.......................        19
THE SECOND SCHEDULE Services and Service Charges......................        21
         PART I Administrative Provisions.............................        21
         PART II Landlord's Obligations...............................        21
         PART III Services............................................        22
</TABLE>

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<PAGE>

                                   PARTICULARS

<TABLE>
<S>                             <C>
LANDLORD:                       EALING BROADWAY (NO. 1) LIMITED and
                                EALING BROADWAY (NO. 2) LIMITED

Registered Office:              5 Strand, London WC2N 5AF

Company Number:                 4166127 and 4166108

TENANT:                         CRYSTAL DECISIONS (UK) LIMITED

Registered Office:              The Broadway, 54 The Broadway, London W5 5JN

Company Number:                 02062372

DEMISED PREMISES:               The Broadway, Ealing Broadway Centre, London W5

TERM COMMENCEMENT DATE:         29 September 2001

LENGTH OF TERM:                 Five years

Expiration Date:                28 September 2006

RENT:                           Four hundred and fifty thousand pounds (L450,000) per
                                annum

RENT COMMENCEMENT DATE:         29 September 2001

SERVICE CHARGE                  1 May 2002
COMMENCEMENT DATE:
</TABLE>

There is no agreement pursuant to which this Lease is made

<PAGE>

THIS LEASE made the       2     day of       July           Two thousand and two

PARTIES

(1)      The Landlord named in the Particulars (the "LANDLORD"); and

(2)      The Tenant named in the Particulars (the "TENANT").

WITNESSES AS FOLLOWS:

1.       DEFINITIONS

         In this Lease, unless the context requires otherwise:

         "ACT"

                           means any Act of Parliament (including any
                           consolidation, amendment or re-enactment of it) and
                           any subordinate legislation, regulation, or bye-law
                           made under it;

         "THE ADJOINING BUILDING"

                           means the Development (other than the Building);

         "THE BUILDING"

                           means the land and any buildings, erections or other
                           facilities thereon or on parts thereof and any thing
                           attached to such buildings (eg canopies) 9f which the
                           Demised Premises form part;

         "THE COMMON PARTS"

                           means service roads, loading bays, circulation areas,
                           car parks and accesses thereto, fire escapes of or
                           appertaining to the Building and any areas thereof
                           not intended for demise by lease to a lessee (other
                           than the mall);

         "THE CAR PARK"

                           means the area hatched green on the Plan;

         "THE CAR PARKING SPACES"

                           means 36 car parking spaces within the Car Park as
                           the Landlord may from time to time designate;

<PAGE>

         "CONDUCTING MEDIA"

                           means gutters, pipes, wires, cables, sewers, ducts,
                           drains, mains, channels, conduits, flues and any
                           other medium for the transmission of Supplies;

         "THE DEMISED PREMISES"

                           means the premises (and each and every part of them)
                           described in PART I of the First SCHEDULE;

         "THE DEVELOPMENT"

                           means the Shopping Centre being the land and any
                           buildings, erections or other facilities thereon or
                           on parts thereof of which the Building forms part as
                           the same is shown edged blue on the Plan;

         "THE INSURED RISKS"

                           means such of the risks of fire (including
                           lightning), explosion, storm, tempest, flood, burst
                           pipes, impact and (in peacetime) aircraft and any
                           articles dropped from aircraft, riot, civil commotion
                           and malicious damage for which cover at the time the
                           insurance is effected is generally available on
                           normal commercial terms, and such other risks against
                           which the Landlord from time to time reasonably
                           insures;

         "THIS LEASE"

                           means this deed (whether it be a lease or an
                           underlease) and any licence, deed or other document
                           supplemental to it;

         "THE NEARBY PREMISES"

                           means the Development (but excluding that part
                           thereof comprising the Demised Premises) with all
                           land adjoining and neighbouring the Development and
                           any building now or hereafter erected thereon or on
                           some part thereof and any part or parts thereof
                           including any premises erected above the Demised
                           Premises;

         "PERMITTED PART"

                           means either:

                           (a)      that part of the Demised Premises comprising
                                    the first floor of the Building together
                                    with the right to use twelve Car Parking
                                    Spaces; or

                                                                             -2-

<PAGE>

                           (b)      that part of the Demised Premises comprising
                                    the second floor of the Building together
                                    with the right to use twelve Car Parking
                                    Spaces; or


                           (c)      that part of the Demised Premises comprising
                                    the third floor of the Building together
                                    with the right to use twelve Car Parking
                                    Spaces,

                           provided that each such part must be capable of
                           separate occupation and having all necessary means of
                           escape and facilities including (without limitation)
                           access for servicing and necessary toilet sanitary
                           and staff facilities and which complies with current
                           statutory requirements including (without limitation)
                           fire and building regulations;

         "THE PLAN"

                           means the plan or plans annexed to this Lease;

         "THE SERVICE CHARGE"

                           means a sum representing a fair reasonable and proper
                           proportion of the costs (including provision towards
                           the estimated cost of the future renewal or
                           replacement at the appropriate time of the Landlord's
                           plant and machinery) incurred by the Landlord in
                           providing the Services;

         "THE SERVICES"

                           means the works, services, facilities and charges
                           listed in PART III of the Second SCHEDULE;

         "SUPPLIES"

                           means water, steam, gas, air, soil, electricity,
                           telephone, heating, telecommunications, data
                           communications and other like supplies;

         "THE TERM"

                           means the term of years granted by this Lease
                           (including where applicable any extension of such
                           term under any Act or otherwise);

         "THE TERMINATION DATE"

                           means the expiration date of the Term (however
                           arising);

         "VAT"

                           means value added tax or any similar tax from time to
                           time replacing it or performing a similar fiscal
                           function;

                                                                             -3-

<PAGE>

         "VAT SUPPLY"

                           has the meaning which "SUPPLY" has for the purpose of
                           the Value Added Tax Act 1994.

2.       INTERPRETATION

         In this Lease:

2.1           The clause headings shall not affect its construction.

2.2           Words respectively denoting the singular include the plural and
              vice versa and one gender include each and all genders.

2.3           Obligations owed by or to more than one person are owed by or to
              them jointly and severally.

2.4           "THE LANDLORD" includes the person entitled to the reversion
              expectant on this Lease; and "THE TENANT" includes the successors
              in title and persons deriving title under the original Tenant, and
              "THE LANDLORD'S SURVEYOR" may be an employee of the Landlord or of
              an associated company of the Landlord.

2.5           An obligation not to do or omit to do something includes an
              obligation not to suffer or permit the doing or omission (as
              appropriate) of that thing.

2.6           A reference to an act or omission of the Tenant includes reference
              to an act or omission of any person having the Tenant's express or
              implied authority.

2.7           Any sums payable by reference to a year or any other period shall
              be payable proportionately for any fraction of a year or other
              period (as appropriate). Apportionments of rents will be computed
              using the method set out at paragraphs K2.6.4-K2.6.6 of the Law
              Society's Conveyancing Handbook 2001. If apportionment on that
              basis is impossible, the method set out in paragraph K.2.6.8 of
              the above Handbook will be used.

2.8           The Tenant shall, if and as required in writing by the Landlord:


2.8.1             pay all rents reserved by this Lease by electronic transfer
                  using Bankers Automated Credit System (or similar system from
                  time to time available); or

2.8.2             pay the rent first reserved by this Lease, and any VAT on that
                  rent, by bankers' standing order,

                                                                             -4-

<PAGE>


                  in either case to such bank account in the United Kingdom as
                  is notified in writing by the Landlord to the Tenant.
                  Otherwise, all sums payable by the Tenant under this Lease
                  must be paid in sterling through (or by cheque drawn on) a
                  clearing bank in the United Kingdom.

2.9           Reference to a fair proportion of a sum is reference to such fair
              and reasonable proportion of that sum as determined by the
              Landlord's surveyor (whose decision except in case of manifest
              error will be binding on the parties).

2.10          Rights of entry reserved to the Landlord (whether under CLAUSE 4
              or under PART III of the First SCHEDULE) may also be exercised by
              those authorised by the Landlord (and with plant and equipment
              where appropriate) but entry shall (save in emergency or in case
              of default by the Tenant) only be exercised pursuant to 24 hours'
              prior notice; and as little inconvenience and disturbance as
              reasonably practicable shall be caused; and all damage caused to
              the Demised Premises shall be made good.

3.       DEMISE, TERM AND RENT

3.1           The Landlord demises to the Tenant the Demised Premises TOGETHER
              with the rights specified in PART II of the First SCHEDULE EXCEPT
              AND RESERVING to the Landlord and those authorised by it the
              rights specified in PART III of the First SCHEDULE TO HOLD for a
              term of five years commencing on the 29th day of September Two
              thousand and one and expiring on the 28th day of September Two
              thousand and six.

3.2           The Tenant shall pay the following sums, which are reserved as
              rent:

3.2.1             FIRSTLY, during the Term, yearly, the rent of four hundred and
                  fifty thousand pounds (L450,000). Such rent shall be payable
                  by equal quarterly payments in advance on the usual quarter
                  days in every year without any deduction or set off. The first
                  payment shall be for the period commencing on (and to be paid
                  on) the 290, day of September Two thousand and one and ending
                  on the day prior to the quarter day next following that date;

3.2.2             SECONDLY, the sums paid by the Landlord in insuring the
                  Building under sub-CLAUSE 5.2.1 and the sums paid for insuring
                  five years' rents firstly and thirdly reserved by this Lease.
                  Such rent shall be payable on demand;

3.2.3             THIRDLY, from 1 May 2002 the sums due under CLAUSE 4.3,
                  payable as specified in PART I of the Second SCHEDULE;

3.2.4             FOURTHLY, any sums due under CLAUSE 4.22;

                                                                             -5-

<PAGE>

3.2.5             FIFTHLY, the sums due under CLAUSE 4.23 (so far as they relate
                  to the rents above reserved).

4.       TENANT'S COVENANTS

         THE Tenant COVENANTS with the Landlord at all times during the Term:

4.1           TO PAY RENTS

              To pay the rents reserved by this Lease immediately they become
              due without deduction or set off.

4.2           TO PAY OUTGOINGS

              To pay all rates, taxes, duties, charges, assessments, impositions
              and outgoings ("LEVIES") whatsoever whether parliamentary, local
              or otherwise charged upon the Demised Premises or upon their owner
              or occupier; and all fair proportions of any levies (except income
              tax on the rents reserved properly payable by the Landlord and any
              levy occasioned by any dealing with the reversion immediately
              expectant on this Lease).

4.3           SERVICE CHARGE

              To pay the Service Charge, in accordance with PART I of the Second
              SCHEDULE.

4.4           COMPLY WITH ACTS

4.4.1             To execute all works and provide and maintain all arrangements
                  required (whether of the lessor or the lessee) under any Act
                  on or in respect of the Demised Premises or their use.

4.4.2             Not to do or omit in or about the Demised Premises anything
                  which may cause the Landlord to become liable to pay any
                  penalty, damages, compensation, costs or charges.

4.5           REPAIR

4.5.1             To keep the Demised Premises including without limitation all
                  plant and machinery in it other than plant and machinery, if
                  any, expressly excluded from this demise in good and
                  substantial repair and good working order.

4.5.2             To replace by new articles of similar kind and quality any
                  fixtures, fittings, plant, or equipment (other than Tenant's
                  or trade fixtures and fittings) upon the Demised Premises
                  where such items are beyond economic repair.

4.5.3             Damage by any of the Insured Risks is excepted from the
                  Tenant's obligation under sub CLAUSES 4.5.1 and 4.5.2 save to
                  the extent that payment of the whole or part of the

                                                                             -6-

<PAGE>

                  insurance moneys is refused in consequence of some act or
                  default of or suffered by the Tenant.

4.5.4             To clean the interior of all glass in the doors and windows of
                  the Demised Premises at least once in every month and to keep
                  in good repair and clean all pipes, wires, gullies and drains
                  (if any) exclusively serving the Demised Premises and not to
                  do or permit or suffer to be done anything whereby any other
                  pipes, wires, gullies and drains become obstructed.

4.5.5             At the Termination Date to yield up the Demised Premises
                  (having removed (unless requested not to do so) by the
                  Landlord all Tenant's or trade fixtures and any partitions
                  installed by the Tenant, reinstated any partitions or other
                  fixtures shown on the Plan but removed by the Tenant during
                  the Term, and made good all damage caused in such removal and
                  reinstatement) in the state of repair and working order above
                  referred to.

4.5.6             Promptly to notify the Landlord of any defect in the Demised
                  Premises or defect or want of repair in the Building capable
                  of giving rise to a duty under any Act or under this Lease on
                  the Landlord.

4.6           DECORATION

              Prior to the Termination Date and following removal of all
              Tenant's trade fixtures and any partitions set out in CLAUSE 4.5.5
              above appropriately to decorate the Demised Premises (unless
              requested not to do so by the Landlord) in a proper and
              workmanlike manner, to the reasonable satisfaction of the
              Landlord, and in the case of works carried out in the year
              immediately before the Termination Date, to the approval of the
              Landlord as to colour and appearance.

4.7           TO PERMIT THE LANDLORD TO REPAIR IN DEFAULT

              To permit the Landlord upon 48 hours notice (save in cases of
              emergency) to enter and view the condition of the Demised
              Premises. If the Landlord serves on the Tenant or leaves on the
              Demised Premises notice in writing requiring that any repairs or
              other works or matters for which the Tenant is liable be
              undertaken, and the Tenant does not within three months following
              such notice (or sooner if requisite) fully comply with its
              requirements, the Landlord may enter the Demised Premises and do
              everything necessary to comply with such notice. All costs
              incurred by the Landlord in so doing shall be repaid by the Tenant
              as a debt on demand. Any such entry is without prejudice to the
              Landlord's rights under CLAUSE 6.1.

4.8           ALTERATIONS

4.8.1             Not to make any structural or external alteration or addition
                  in or to the Demised Premises or cut into any structural part
                  of the Building.

                                                                             -7-

<PAGE>

4.8.2             Not otherwise to alter the Demised Premises without the prior
                  written approval of and in accordance with drawings and
                  specifications approved by the Landlord (such approvals not to
                  be unreasonably withheld or delayed). No approvals shall be
                  required for (but written notice shall be given to the
                  Landlord of) the installation and removal of demountable
                  partitioning.

4.8.3             If a breach of sub-CLAUSE 4.8.1 or 4.8.2 occurs the Landlord
                  may (without obligation) at the Tenant's expense remove or
                  fill up (as the case may be) any unauthorised buildings,
                  structures, alterations or additions.

4.8.4             The terms of any approval may require the Tenant to covenant
                  in such form as the Landlord shall require in regard to the
                  execution of any works to the Demised Premises and their
                  reinstatement at the Termination Date.

4.9           SIGNS AND ADVERTISEMENTS

              Not to display on or from the Demised Premises so as to be visible
              from the outside any sign, advertisement, lettering or notice of
              any kind except as previously approved by the Landlord.

4.10          OVERLOADING

              Not to exceed the designed floor loading of the Building.

4.11          USER

              Not to use the Demised Premises otherwise than as offices falling
              within use class B 1 of the Town and Country Planning (Use
              Classes) Order 1987 and as ancillary thereto for the purpose of
              the holding of training courses and other organised events
              directly linked to the Tenant's business and/or such other uses as
              the Landlord may first approve in writing (such approval not to be
              unreasonably withheld) provided that no services should be
              provided principally to visiting members of the general public.

4.12          RESTRICTIONS ON USER

              Not to:

4.12.1            use the address of the Demised Premises (whether for
                  advertising purposes or otherwise) in a manner which the
                  Landlord considers detrimental to the reputation of the
                  Building;

4.12.2            allow or require incoming post to be addressed other than to
                  the correct personal or business name of the Tenant;

4.12.3            install any window box or receptacle for flowers outside the
                  Demised Premises;

                                                                             -8-

<PAGE>

4.12.4            cook or heat food on the Demised Premises other than by
                  microwaving pre-cooked food;

4.12.5            do anything which may invalidate any insurance or render any
                  additional premium payable for the insurance of the Demised
                  Premises or the Building against any Insured Risk;

4.12.6            use the Demised Premises as a dwelling place or for sleeping,
                  as a betting office or in connection with gaming or for the
                  sale of intoxicants for consumption on or off the premises,
                  for public entertainment, or for any sale by auction; or

4.12.7            cause in the reasonable opinion of the Landlord any nuisance,
                  damage or disturbance to the Landlord or the occupiers of the
                  Building or nearby premises.

4.13          ALIENATION

4.13.1            In this sub-clause:

         "PERMISSIBLE UNDERLEASE"

                           means an underlease created by deed, not created on
                           payment of a fine or premium, and containing the
                           Stipulated Covenants; and a reservation of and an
                           underlessee's covenant to pay a rent not less than
                           the full market rent (obtainable without taking a
                           fine or premium) for the Demised Premises or the
                           Permitted Part as the case may be; and provisions for
                           change of use, alienation and recovery of insurance
                           premium and service charge corresponding with those
                           in this Lease.

         "PERMISSIBLE UNDERLESSEE"

                           means a person who has executed a deed giving the
                           Stipulated Covenants directly to the Landlord;

         "STIPULATED COVENANTS"

                           means the Tenant's covenants and conditions in this
                           Lease (except the Tenant's covenant to pay the rents
                           reserved by this Lease).

4.13.2            Not to assign, share, part with the possession or occupation
                  of, charge or except as hereinafter expressly permitted
                  underlet any part of the Demised Premises.

4.13.3            Not to underlet the whole of the Demised Premises or a
                  Permitted Part except to a Permissible Underlessee by a
                  Permissible Underlease.

4.13.4            Not to part with, or share the possession or occupation of the
                  Demised Premises except by virtue of an assignment or
                  underlease authorised under this CLAUSE 4.13

                                                                             -9-

<PAGE>

                  provided that the Tenant may share occupation of the Demised
                  Premises with any member of the group of companies of which
                  the Tenant form part as defined by Section 42 of the Landlord
                  and Tenant Act 1954 provided that no relationship of landlord
                  and tenant is thereby created.

4.13.5            Not without the prior consent in writing of the Landlord (such
                  consent not to be unreasonably withheld or delayed subject in
                  the case of an assignment to sub-CLAUSES 4.13.6-4.13.9):

                  (a)      to assign the whole of the Demised Premises; or

                  (b)      to underlet (including in any derivative manner) the
                           whole of the Demised Premises or a Permitted Part by
                           a Permissible Underlease to a Permissible
                           Underlessee; or

                  (c)      to charge or mortgage in any way the whole of the
                           Demised Premises.

4.13.6            A refusal of consent to assign will be reasonable if on the
                  ground (whether or not with other grounds) that in the
                  reasonable opinion of the Landlord the proposed assignee is
                  unlikely to be able to meet its obligations under this Lease
                  having regard to all relevant circumstances.

4.13.7            Sub-CLAUSE 4.13.6 shall be without prejudice to the right of
                  the Landlord to refuse consent on any other ground or grounds
                  where such refusal would be reasonable.

4.13.8            It will be reasonable for any consent to assign to be subject
                  to a condition that the assigning Tenant execute as a deed and
                  in a form reasonably required by the Landlord and deliver to
                  the Landlord prior to the assignment in question an authorised
                  guarantee agreement (as defined in and for the purposes of
                  section 16 of the Landlord and Tenant (Covenants) Act 1995).

4.13.9            Sub-CLAUSE 4.13.8 shall be without prejudice to the right of
                  the Landlord to impose further conditions upon a grant of
                  consent where such imposition would be reasonable.

4.13.10           Not to underlet a Permitted Part except by a Permitted
                  Underlease excluded by court order from the provisions of
                  Sections 24-28 (inclusive) of the Landlord and Tenant Act 1954
                  to a Permitted Underlessee.

4.13.11           Not to waive any breach by any underlessee of any of the
                  Stipulated Covenants, but on any such breach to enforce the
                  Stipulated Covenants by re-entry or otherwise.

                                                                            -10-

<PAGE>

4.14          REGISTRATION

              To produce two certified. copies of every document evidencing any
              transmission of any interest (however remote) in the Demised
              Premises to the Landlord's Solicitors for registration within one
              month after the date of such document, and to pay to the
              Landlord's Solicitors a fee of twenty five pounds (L25) plus VAT
              for each such registration together with any fee payable to any
              Superior Landlord.

4.15          TO PERMIT VIEWING

              To permit persons with written authority from the Landlord or its
              agent at reasonable times and upon reasonable prior written notice
              in the day to view the Demised Premises.

4.16          TO INFORM THE LANDLORD OF NOTICES

              To give immediate notice to the Landlord of any notice or claim
              affecting the Demised Premises.

4.17          REIMBURSE FEES INCURRED BY LANDLORD

              To reimburse the Landlord on written demand all reasonable
              expenditure properly incurred in connection with:

4.17.1            any breach of any Tenant's covenant in this Lease, including
                  the preparation and service of a notice under section 146 of
                  the Law of Property Act 1925; and

4.17.2            the preparation and service of a Schedule of Dilapidations
                  served during the Term or within six months after the
                  Termination Date PROVIDED THAT the Landlord will use all
                  reasonable endeavours to produce an initial draft schedule to
                  the Tenant six months prior to the Termination Date.

4.18          THE PLANNING ACTS

4.18.1            In this sub-clause:

         "PLANNING ACTS"

                           means every Act for the time being in force relating
                           to the use, development and occupation of land and
                           buildings;

         "PLANNING PERMISSION"

                           means any permission, consent or approval given under
                           the Planning Acts.

4.18.2            To comply with the requirements of the Planning Acts and of
                  all Planning Permissions relating to or affecting the Demised
                  Premises or anything done or to be done on them.

                                                                            -11-

<PAGE>

4.18.3            Not to apply for or implement any Planning Permission without
                  (in each case) the prior written consent of the Landlord.

4.19          ENCROACHMENT AND EASEMENTS

              Not to obstruct any windows belonging to the Demised Premises or
              the Building nor to permit any encroachment or easement to be made
              or threatened against the Demised Premises.

4.20          INDEMNITY

              To indemnify and keep indemnified the Landlord from and against
              legal liability in respect of all damage actions proceedings suits
              claims demands costs damages liability and expenses in respect of
              any injury to or the death of any person or damage to any property
              movable or immovable by reason of or arising in any way directly
              or indirectly out of the repair state of repair condition
              existence of any alteration by the Tenant to or the unauthorised
              user of the Demised Premises by the Tenant and from all
              proceedings costs claims demands of whatsoever nature in respect
              of any such liability or alleged liability.

4.21          TO PAY CHARGES

              To pay the reasonable charges (including Counsel's Solicitor's and
              Surveyor's charges) and disbursements incurred by the Landlord in
              connection with any application by the Tenant for consent under
              any provision of this Lease where such application is withdrawn or
              consent is granted or lawfully refused.

4.22          INTEREST ON OVERDUE PAYMENTS

              To pay to the Landlord interest on all sums payable under this
              Lease not paid within 21 days following the due date (or if no
              date is specified from the date of demand) at the rate of four
              pounds per cent per annum above Lloyds TSB Bank plc base lending
              rate for the time being in force from the due date (or if no date
              is specified from the date of demand) until payment.

4.23          VAT

              To pay:

4.23.1            VAT on any consideration in respect of a VAT Supply to the
                  Tenant by the Landlord subject to the production of a valid
                  VAT invoice being provided to the Tenant;

4.23.2            a fair proportion of the VAT charged in respect of any VAT
                  Supply to the Landlord in respect of the Demised Premises or
                  the Building where such VAT is not recovered by the Landlord
                  from HM Customs & Excise; and

                                                                            -12-

<PAGE>

4.23.3            to indemnify the Landlord against all VAT 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 Demised Premises for an
                  exempt purpose.

4.24          MANAGEMENT

4.24.1            Not to obstruct, deposit goods or rubbish upon, cause any
                  nuisance or disturbance on, or endanger any person or vehicle
                  using any of the Common Parts.

4.24.2            To comply with reasonable regulations notified by the Landlord
                  to the Tenant as to the use of the Common Parts.

4.25          SUPERIOR INTERESTS

              To comply with all covenants affecting the freehold interest in
              the Demised Premises but so far only as the same are subsisting
              and capable of taking effect and affect the Demised Premises.

5.       LANDLORD'S COVENANTS

         THE Landlord COVENANTS with the Tenant as follows:

5.1           QUIET ENJOYMENT

              That so long as the Tenant pays the rents reserved by and complies
              with the Tenant's covenants and conditions in this Lease, the
              Tenant shall peaceably hold and enjoy the Demised Premises during
              the Term without any lawful interruption by the Landlord or any
              person rightfully claiming under or in trust for it.

5.2           TO INSURE

5.2.1             To maintain in a well established insurance office insurance
                  of the Building against the Insured Risks in their full
                  reinstatement value (including all professional fees and
                  incidental expenses) and five years' rents firstly and thirdly
                  reserved by this Lease subject to such excesses, limitations
                  and exclusions as the insurers may impose and otherwise on the
                  usual terms of such insurance office.

5.2.2             When lawful so to do, to expend all moneys received (other
                  than in respect of loss of rent) from such insurance towards
                  reinstating so far as practicable the Building following
                  destruction or damage by an Insured Risk.

                                                                            -13-

<PAGE>

5.2.3             The Landlord shall on the written request of the Tenant (made
                  not more frequently than half yearly) supply the Tenant with
                  copies of the relevant extracts of the policy or policies of
                  insurance and confirmation of payment of the then current
                  premium.

5.3           TO PROVIDE SERVICES

              To supply the Services in accordance with Part II of the Second
              SCHEDULE.

6.       AGREEMENTS

         IT IS AGREED that:

6.1           RE-ENTRY

6.1.1             If any event specified in sub-CLAUSE 6.1.2 occurs the Landlord
                  may at any time afterwards re-enter the Demised Premises or
                  any part of them in the name of the whole and this Lease will
                  then immediately determine. In sub-CLAUSE 6.1.2 reference to
                  the "1986 ACT" means the Insolvency Act 1986.

6.1.2             The events referred to in sub-CLAUSE 6.1.1 are as follows:

                  (a)      any rent reserved remaining unpaid for 21 days after
                           becoming due and payable and in the case of the rent
                           first reserved this means whether formally demanded
                           or not; -

                  (b)      the Tenant failing to comply with any material
                           obligation which it has undertaken or any condition
                           to which it is bound under this Lease;

                  (c)      the Tenant (if a company) entering into liquidation
                           or passing a resolution for winding-up or being
                           unable to pay its debts within the meaning of
                           sections 122 and 123 of the 1986 Act or summoning a
                           meeting of its creditors or any of them under Part I
                           of the 1986 Act or allowing a petition for an
                           Administration Order in respect of it to be filed in
                           court or. a receiver or an administrative receiver
                           for it being appointed;

                  (d)      the Tenant an a receiving order made against him or
                           (if individual) having becoming bankrupt or entering
                           into a composition with his creditors or being unable
                           to pay or having no reasonable prospect of being able
                           to pay his debts within the meaning of sections 267
                           and 268 of the 1986 Act or an interim order `being
                           made against him under Part VIII of the 1986 Act.

6.1.3             Neither the existence of the Landlord's right under sub-CLAUSE
                  6.1.1 above nor the consequences of any exercise of that right
                  are to affect any other right or remedy available to the
                  Landlord.

                                                                            -14-

<PAGE>

6.2           CESSER OF RENT

              If the Demised Premises are destroyed or damaged by any Insured
              Risk so as to be unfit for occupation and use and the insurance
              effected by the Landlord has not been vitiated or payment of the
              policy moneys refused in whole or in part because of any act or
              default of or suffered by the Tenant, then the rents first and
              third reserved, or a fair proportion of those rents according to
              the nature and extent of the damage, shall cease to be payable
              until the Demised Premises shall again be fit for occupation and
              use.

6.3           NO EASEMENTS

              The Tenant shall not be entitled to any rights whether of light
              and air or otherwise (save as expressly granted by this Lease)
              which would restrict the free user for building or otherwise of
              the Building or any adjoining or neighbouring premises. Section 62
              of the Law of Property Act 1925 will not apply to this Lease.

6.4           SERVICE OF NOTICES

              In addition to any other prescribed mode of service any notices
              shall be validly served if served in accordance with section 196
              of the Law of Property Act 1925 as amended by the Recorded
              Delivery Service Act 1962 or, in the case of the Tenant, if left
              addressed to it on the Demised Premises or sent to it by post or
              left at the last known address of it or any of them in Great
              Britain.

6.5           CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

              Unless expressly stated nothing in this Lease will create any
              rights in favour of any person pursuant to the Contracts (Rights
              of Third Parties) Act 1999.

7.       JURISDICTION

7.1           The High Court of Justice in England shall have jurisdiction to
              enter any action or proceeding whatsoever in respect of this Lease
              or any of the provisions of it or any matter or thing arising
              thereunder or hereunder or by virtue of or in consequence of this
              Lease.

7.2           Except where otherwise provided if any dispute shall arise between
              the parties hereto with respect to the construction or effect of
              this Lease or any clause or thing contained in this Lease or the
              rights, liabilities or duties of the parties under or by virtue of
              or arising out of or in consequence of this Lease or any rights
              liabilities or duties or otherwise in connection with the Demised
              Premises or any proceedings instituted or prosecuted or maintained
              it shall be determined by the English courts according to the laws
              of England.

IN WITNESS the parties have executed this Lease as a deed the day and year first
before written.

                                                                            -15-

<PAGE>

                               THE FIRST SCHEDULE

                                     PART I

                         Description of Demised Premises

1.       ALL THAT Basement, Ground, First, Second and Third Floors, together
         with plant rooms situate above the Third Floor comprising the Building
         known as The Broadwalk shown edged red on the Plan, Ealing Broadway
         Centre, Ealing Broadway, London W5.

2.       There is included in this demise:

2.1           all additions alterations and improvements to the Demised Premises
              made at any time;

2.2           all Landlord's fixtures and fittings and plant equipment and
              machinery (except the window cleaning cradle) within and
              exclusively serving the Demised Premises;

2.3           the window panes (but excluding the whole of the window frames
              equipment and fitments forming the windows to the exterior of the
              Demised Premises) and the doors door frames equipment and fitments
              of the Demised Premises (excluding the revolving door giving
              access to the Demised Premises);

2.4           the internal plaster and other surfaces of load bearing walls and
              columns within the Demised Premises and of walls dividing the
              Demised Premises from adjoining property;

2.5           the whole of all non-load bearing walls within the Demised
              Premises;

2.6           the flooring raised floors and floor screeds down to the joints or
              other structural parts supporting the flooring of the Demised
              Premises;

2.7           the plaster or other surfaces of the ceilings and the whole of any
              false ceilings within the Demised Premises and the voids between
              the ceiling and any false ceilings; and

2.8           all conduits within and exclusively serving the demised premises,

3.       There is excluded from this demise:

3.1           the structural the load-bearing framework joists and external
              walls of the Building, parts

3.2           the roof of the Building

3.3           the canopy.

<PAGE>

                                     PART II

                          Easements and Rights Granted

1.       The right:

1.1           to use for the purpose of access to and egress from the Demised
              Premises with or without articulated vehicles not exceeding 13
              metres in length 2.5 metres in width 4.5 metres in height and
              rigid vehicles not exceeding 11 metres in length 2.5 metres in
              width and 4.5 metres in height the service roads shown by green
              lines on the Plan;

1.2           to use for the purpose of loading and unloading goods such one of
              the bays as is convenient for the access to the lifts such right
              to be exercisable only during the course of such loading and
              unloading and during such period only the right to park vehicles
              in the said bay and also the right on foot only to trolley goods
              from and to the said bay to and from the lifts;

1.3           to use with motor vehicles not exceeding in height 2 metres and in
              weight' (laden) 2.5 metric tonnes the car park ramps of the
              Adjoining Building leading to and from Windsor Road and to and
              from the Grove and the circulation areas of the Development shown
              by red lines on the Plan for the purpose of obtaining access to
              and egress from the Car Park together with a right to use the
              circulation area within the Car Park for obtaining access to and
              egress from the Car Parking Spaces

         Reserving to the Landlord and the owners from time to time of the
         Adjoining Building full and free right and liberty at its or their
         expense to alter divert or stop up the said service roads car park
         ramps circulation areas or bays subject however to suitable alternative
         equally convenient provisions being made by the Landlord or the owner
         of the Adjoining Building (as the case may be) and the right to
         restrict the hours of entry to the areas over which rights are hereby
         granted (in which case the Tenant shall be provided with -a key or such
         other facility for obtaining entry outside such restricted hours as may
         be appropriate).

         Subject always to compliance with and observance by the Tenant its
         servants agents underlessees licensees Invitees and visitors of the
         following conditions:

1.4           Not to use or cause or permit or suffer to be used the areas over
              which rights are hereby granted except for the purposes aforesaid;

1.5           Not to damage or permit or suffer to be damaged the said areas nor
              to deposit goods or litter or store refuse thereon nor obstruct or
              impede the use by others of the said areas;

1.6           Not to park or permit vehicles to be parked on the said areas over
              which rights are granted (save as herein expressly granted);

                                                                             -2-

<PAGE>

1.7           Not to commit or cause any disturbance or nuisance in or upon the
              said areas over which rights are hereby granted;

1.8           To observe and perform all reasonable regulations and stipulations
              made by the Landlord or the owners of the Adjoining Building
              concerning the use of the said areas;

1.9           In the event of the Tenant its servants agents underlessees
              licensees invitees and visitors being permitted to use the said
              areas outside any restricted hours to take all reasonable security
              precautions and to resecure the areas as soon as practicable and
              to ensure that any facilities or service utilised during the
              period of such entry are switched off and/or made safe and to
              indemnify the Landlord and the owners of the Adjoining Building
              against all damage and claims arising out of such use.

2.       The right of way on foot only over the area coloured yellow on the Plan
         for the purpose of servicing the Demised Premises.

3.       The right of way on foot only over the area coloured purple on the Plan
         so far as is necessary for access to and egress from the Demised
         Premises.

4.       The right to subjacent support for the Demised Premises from the
         remainder of the Building.

5.       The free and uninterrupted passage and running of water steam air soil
         gas electricity telephone and other services or supplies from and to
         the Demised Premises through the existing gutters pipes wires cables
         sewers drains mains channels conduits ducts and flues in upon over or
         under the Development as at present enjoyed by the Demised Premises
         subject to the right of the Landlord or the owners of the Adjoining
         Building to alter amend reconstruct or vary the course of such gutters
         pipes wires cables sewers drains mains channels conduits ducts and
         flues causing as little inconvenience as possible and making good all
         damage to the Demised Premises.

6.       The right in so far as the Landlord can grant the same in case of
         emergency (and drill) only to use or pass along such means of escape
         across fire escapes (if any) provided in or enjoyed by the Building.

7.       The exclusive right to park not more than one private motor vehicle in
         each of the Car Parking Spaces from Mondays to Fridays only and on
         Saturdays and Sundays and public holidays such right to be in common
         with others authorised by the Landlord.

                                                                             -3-

<PAGE>

                                    PART III

                          Easements and Rights Reserved

1.       SUPPORT

         The right to subjacent and lateral support for the remainder of the
         Building from the Demised Premises.

2.       RUNNING OF SERVICES

         The free passage of Supplies from and to the remainder of the Building
         through Conducting

         Media at any time within the Demised Premises.

3.       ENTRY IN RESPECT OF SERVICES ETC.

         The right to install, clean, maintain, alter, make connections to,
         replace or repair any Conducting Media within the Demised Premises but
         serving the Building and the right to enter the Demised Premises for
         those purposes.

4.       ENTRY FOR MANAGEMENT PURPOSES

         The right to enter on the Demised Premises to inspect, repair, alter,
         decorate or execute any other works upon the Building, or to carry out
         any Services or for any other reasonable management purpose.

5.       ESCAPE

5.1           The right of way in case of emergency (and drill) only to use or
              pass along the means of escape at ground floor level shown hatched
              brown on the Plan for the Tenant from time to time of 55 Broadway.

5.2           The right of emergency escape over any parts of the Demised
              Premises as are designated for such purpose.

6.       SCAFFOLDING

         The right to attach scaffolding to or place it on the Demised Premises
         in the exercise of any rights reserved in this Part III of the First
         SCHEDULE.

7.       SUPERIOR INTERESTS

         All exceptions and reservations out of any lease to which this Lease is
         inferior, or out of the freehold interest in the Demised Premises.

8.       COMMON PARTS: REDEVELOPMENT

8.1           The right, in emergency or when works are being carried out to
              them on giving 48 hours prior written notice (except in cases of
              emergency), to close off or divert any of the Common Parts.

8.2           The right to stop up or divert any Conducting Media or other
              Common Parts subject to a reasonable alternative being made
              available.

8.3           The right to build upon, alter, add to or redevelop the Building
              or any adjoining or neighbouring premises as the Landlord
              considers fit, whether or not the access of light and air to the
              Demised Premises is interfered with.

                                                                             -4-

<PAGE>

                               THE SECOND SCHEDULE

                          Services and Service Charges

                                     PART I

                            Administrative Provisions

1.       The accounting period shall be the year or other period ending on each
         Thirty first day of March or otherwise as reasonably stipulated by the
         Landlord in writing.

2.       As soon as practicable after the end of each accounting period the
         Landlord will supply the Tenant with a statement (which save for any
         manifest error shall be binding on the parties)' of the expenditure
         incurred by the Landlord in respect of the Services, and of the Service
         Charge payable for, that accounting period.

3.       Pending the ascertainment of the Service Charge for each accounting
         period the Tenant shall pay, by equal quarterly payments on the four
         usual quarter days, such provisional sum by way of Service Charge as
         the Landlord shall reasonably require.

4.       When the actual Service Charge for each accounting period has been
         ascertained any surplus Service Charge due from or paid by the Tenant
         shall be added to or subtracted from (as the case may be) the next
         payment or payments to be made by the Tenant under PARAGRAPH 3, except
         that an amount owing at the Termination Date shall be paid or repaid as
         the case may be.

5.       The occurrence of the Termination Date shall not prejudice the Tenant's
         obligation to pay or the Landlord's entitlement to recover Service
         Charge or insurance premiums upon demand made after the Termination
         Date where these have not been quantified prior to the Termination Date
         but relating to Service Charge or insurance premiums for the period up
         to the Termination Date.

6.       Upon prior appointment the Landlord will permit the. Tenant to attend
         at its offices to inspect receipts and vouchers relating to the Service
         Charge.

                                     PART II

                             Landlord's Obligations

In accordance with the principles of good estate management the Landlord will
supply the Services in efficient and economical manner. The Landlord:

1.       may employ agents, contractors or others as from time to time it thinks
         fit; and

<PAGE>

2.       shall not be responsible for any temporary delay or stoppage in the
         supply of the Services due to any circumstances outside the Landlord's
         control, but shall take all reasonable steps to restore the supply as
         soon as practicable.

                                    PART III

                                    Services

1.       Maintaining running repairing (and where beyond economic repair
         renewing rebuilding replacing) cleansing draining emptying lighting
         (including the renewal and replacement of bulbs tubes and light
         fittings) and repainting as often as may be reasonably necessary all
         Common Parts all main walls party walls and the foundations roof
         exterior (including the canopy) and structure of the Building and all
         pipes wires ducts drains sewers conduits and any other easements
         services or things (if any) the use of which is common to the Building
         and the nearby premises which are used in common by the occupiers of
         the Building.

2.       Erecting maintaining repairing renewing and replacing signboards
         notices or other attachments upon the exterior of the Building the
         Common Parts or the nearby premises.

3.       Any costs which may be made by the Local Authority on the Building as a
         whole (e.g. special collection of refuse).

4.       Rates and any other similar charges (if any) charged on the Common
         Parts.

5.       Water sewerage and environmental charges levied upon the Building or
         the nearby premises including any further charges that the relevant
         authorities may from time to time impose but not where such supply or
         charges just relate to a lettable part or parts of the Building or the
         nearby premises.

6.       Refuse collection if charged to or undertaken by the Landlord.

7.       Employing (if the Landlord shall consider necessary) supervisory staff
         security staff porters etc. employed for the use of the Common Parts or
         the nearby premises including remuneration statutory contributions and
         any reasonably :associated costs and overheads.

8.       Inspecting maintaining repairing operating and running the barrier
         system regulating access to the Car Park equipment for the control or
         monitoring of lighting in the Common Parts and any other equipment
         (hereinafter referred to as "the machinery") used in providing
         Services.

9.       An amount (to be revised annually by the Landlord at its discretion)
         towards the estimated cost of replacing and renewing the machinery at
         the appropriate times together with any balancing amount needed if in
         the year the expenditure is made the accumulated amounts are less than
         the actual expenditure.

                                                                             -2-

<PAGE>

10.      Periodical repaintings and cleansings of the exterior of the Building
         exterior of the windows (the cleansing of which shall take place at
         least once every three months) and window frames (where necessary for
         the purposes of the Landlord's repairing obligations under this Lease)
         including the maintenance repair and testing of the window cleaning
         cradle equipment.

11.      Maintenance contracts for the machinery in connection with the Services
         such contracts being at a proper cost.

12.      The provision repair maintenance renewal or replacement of all
         appropriate security arrangements systems and equipment in respect of
         the Common Parts, the external areas of the Building and the nearby
         premises.

13.      Provision repair maintenance renewal or replacement and service
         agreements for fire protection fire fighting fire warning and fire
         escape arrangements and equipment in respect of the Common Parts and
         nearby premises including the cost of compliance with or appeal against
         any relevant legislation regulation condition or requirement.

14.      Property Owners Indemnity Insurance in respect of the Building and the
         nearby premises generally.

15.      Painting repainting cleaning and redecorating and landscaping the
         Common Parts.

16.      The control of rodents birds pests insects or animals frequenting or
         resorting to the external areas of the Building or the nearby premises.

17.      The execution of all works, and the provision and maintenance of all
         installations equipment plant machinery and arrangements which by or
         under any Act of Parliament nor or hereafter passed or by any
         Government Department Local Authority or Public Authority or duly
         authorised officer or Court of competent jurisdiction acting under or
         in pursuance of any enactment are or may be directed to be executed
         provided or maintained at the Building.

18.      All sums incurred by or chargeable to the Landlord in connection with
         repairing maintaining reconstructing cleansing ventilating lighting
         draining insuring and managing (including rates and other charges
         imposed by statute) the service roads car park ramps and circulation
         areas of the Adjoining Building together with all sums incurred in
         enforcing the obligations owed to the Landlord by the freeholder and
         headlessees of the Adjoining Building in connection with the repair
         maintenance and other matters relating- to parts of the Adjoining
         Building.

19.      Management charges meaning either (a) the reasonable fees and expenses
         charged by the Landlord's agents or (b) if the work is carried out by
         the Landlord's own staff then an allowance up to a maximum of 10 per
         cent having regard to the extent of the work involved in or about the
         management of the Building and the nearby premises generally including
         any audit fee in connection therewith.

                                                                             -3-

<PAGE>

20.      The reasonable cost of such (if any) further services as may be
         provided at any time during the term by the Landlord acting in
         accordance with the principles of good estate management for
         maintaining and securing the facilities and amenities of the Building
         generally.

EXECUTED as a DEED by                   )
EALING BROADWAY (NO. 1) LIMITED         )
acting by:-                             )    (Illegible Signature)

                                        Director/Authorised Signatory

                                        Director/Secretary

EXECUTED as a DEED by                   )
EALING BROADWAY (NO.2) LIMITED          )
acting by:-                             )    (Illegible Signature)

                                        Director/Authorised Signatory

                                        Director/Secretary

                                                                             -4-