<PAGE>

                                                          EXHIBIT 10 (xxviii)(2)
abcdefg

     UNDERLEASE

     HERON QUAYS (HQ4) T1 LIMITED

     and

     HERON QUAYS (HQ4) T2 LIMITED

     and

     CANARY WHARF MANAGEMENT LIMITED

     and

     THE NORTHERN TRUST COMPANY


     TERM COMMENCES    :  1 April 2002
     YEARS             :  20 years
     TERM EXPIRES      :  31 March 2022
     RENT              :  (Pounds)3,139,102 p.a. exclusive of VAT (subject to
                          review)



     B1 and Floors 5-8 of Building HQ4 50 Bank Street Canary Wharf London E14

                                      2002

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>                                                                         <C>
1.     DEFINITIONS ........................................................    1
2.     INTERPRETATION .....................................................    6
3.     DEMISE AND RENTS ...................................................    7
4.     TENANT'S COVENANTS .................................................    8
4.1    Rents ..............................................................    8
4.2    Interest on arrears ................................................    8
4.3    Outgoings ..........................................................    9
4.4    Utility authorities ................................................    9
4.5    Repairs ............................................................   10
4.6     Plant and machinery ...............................................   10
4.7    Decorations ........................................................   10
4.8    Cleaning ...........................................................   10
4.9    Not Used ...........................................................   10
4.10   Yield up ...........................................................   10
4.11   Rights of entry by Landlord and the Management Company .............   11
4.12   To comply with notices .............................................   11
4.13   Overloading floors and services and installation of wiring etc .....   11
4.14   Pipes ..............................................................   12
4.15   Cooking ............................................................   12
4.16   Dangerous materials and use of machinery ...........................   12
4.17   Heating cooling and ventilation and other systems ..................   12
4.18   User ...............................................................   13
4.19   Alterations signs and visual amenity ...............................   13
4.20   Works carried out to the Demised Premises ..........................   14
4.21   Alienation .........................................................   15
4.22   Registration of dispositions .......................................   19
4.23   Disclosure of information ..........................................   19
4.24   Landlord's costs ...................................................   19
4.25   Statutory requirements .............................................   20
4.26   Planning Acts ......................................................   20
4.27   Statutory notices ..................................................   21
4.28   Defective premises .................................................   21
4.29   Fire precautions and equipment etc. ................................   21
4.30   Encroachments and easements ........................................   22
4.31   Reletting and sale notices .........................................   22
4.32   Indemnity ..........................................................   22
4.33   Value Added Tax ....................................................   22
4.34   Regulations ........................................................   24
4.35   Covenants affecting reversion ......................................   24
4.36   Landlord and Tenant (Covenants) Act 1995; Landlord's Release .......   24
5.     MANAGEMENT COMPANY'S COVENANTS .....................................   24
6.     LANDLORD'S COVENANTS ...............................................   24
6.1    Quiet Enjoyment ....................................................   24
6.2    Management Company's Obligations ...................................   24
6.3    Superior Title .....................................................   25
6.4    Value Added Tax ....................................................   25
6A.    DEFECTS ............................................................   26
7.     INSURANCE ..........................................................   26
7.1    Landlord to insure .................................................   26
7.2    Commissions and restriction on Tenant insuring .....................   26
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
7.3    Landlord's fixtures and Tenant's Insured Fittings ........................  27
7.4    Landlord to produce evidence of insurance ................................  27
7.5    Cesser of rent ...........................................................  27
7.6    Destruction of the Building ..............................................  27
7.7    Option to determine ......................................................  28
7.8    Payment of insurance moneys refused ......................................  29
7.9    Insurance becoming void ..................................................  29
7.10   Requirements of insurers .................................................  29
7.11   Notice by Tenant .........................................................  29
7.12   Benefit of other insurances ..............................................  29
7.13   Uninsured Risks ..........................................................  30
7.14   Suspension of Rent Free Period ...........................................  30
8.     PROVISOS .................................................................  30
8.1    Forfeiture ...............................................................  30
8.2    No implied easements .....................................................  31
8.3    Exclusion of warranty as to user .........................................  31
8.4    Landlord's and Management Company's obligations ..........................  31
8.5    Exclusion of Landlord's and Management Company's liability ...............  32
8.6    Right for Landlord to perform or to nominate another company to perform
       Management Company's obligations .........................................  32
8.7    Development of Adjoining Property ........................................  32
8.8    Use of premises outside Business Hours ...................................  33
8.9    Notices ..................................................................  33
8.10   Invalidity of certain provisions .........................................  34
8.11   Plans drawings etc .......................................................  34
8.12   Confidentiality provision ................................................  34
8.13   Waiver etc. of regulations ...............................................  35
8.14   Third Party Rights .......................................................  35
8.15   Applicable Law and Jurisdiction ..........................................  35
8.16   Representations ..........................................................  35
8.17   Provisions as to Entry ...................................................  35
9.     SERVICE CHARGE ...........................................................  36
10.    NEW TENANCY ..............................................................  44

FIRST SCHEDULE ..................................................................  45
Rights Granted ..................................................................  45
1.     Estate Common Parts ......................................................  45
2.     Pipes ....................................................................  45
3.     Common Parts of the Building .............................................  45
4.     Entry to other parts of the Building .....................................  46
5.     Support ..................................................................  46
6.     Car Parking ..............................................................  46
7.     Bicycles and Motorcycles .................................................  47
8.     List of tenant's names ...................................................  47
9.     Reception Area ...........................................................  47
10.    Affixing of items to the structure of the Building .......................  47
11.    Mechanical Space .........................................................  47
12.    Telecommunications Equipment .............................................  47
13.    Naming of the Building ...................................................  49

SECOND SCHEDULE .................................................................  50
Exceptions and Reservations .....................................................  50
1.     Pipes ....................................................................  50
</TABLE>

<PAGE>

2.     Entry ............................................................   50
3.     Scaffolding ......................................................   50
4.     Light and air etc. ...............................................   50
5.     Support ..........................................................   50
6.     Building on the Adjoining Property ...............................   51
7.     Alteration of Common Parts .......................................   51
8.     Use of Estate Common Parts and Common Parts of the Building ......   51

THIRD SCHEDULE ..........................................................   52
Rent Reviews ............................................................   52
1.     Definitions ......................................................   52
2.     The Rent .........................................................   54
3.     Agreement or determination of the Open Market Rent ...............   54
4.     Deemed Open Market Rent ..........................................   54
5.     Appointment of Surveyor ..........................................   54
6.     Fees of Surveyor .................................................   55
7.     Appointment of new surveyor ......................................   55
8.     Interim payments pending determination ...........................   55
9.     Rent Restrictions ................................................   55
10.    Memoranda of reviewed rent .......................................   56
11.    Time not of the essence ..........................................   56

FOURTH SCHEDULE .........................................................   57
Covenants by the Surety .................................................   57
1.     Indemnity by Surety ..............................................   57
2.     Surety jointly and severally liable with Tenant ..................   57
3.     Waiver by Surety .................................................   57
4.     Postponement of claims by Surety against Tenant ..................   57
5.     Postponement of participation by Surety in security ..............   57
6.     No release of Surety .............................................   58
7.     Disclaimer or forfeiture of Lease ................................   58
8.     Benefit of guarantee and indemnity ...............................   59

FIFTH SCHEDULE ..........................................................   60
Matters to which the Demised Premises are subject .......................   60

SIXTH SCHEDULE ..........................................................   61
Estate Services .........................................................   61
Part A ..................................................................   61
1.     Serviced Areas ...................................................   61
2.     Apparatus plant machinery etc ....................................   61
3.     Pipes ............................................................   61
4.     Fire alarms etc ..................................................   61
5.     Lighting .........................................................   62
6.     Roads Malls etc open .............................................   62
7.     Security surveillance and visitor control ........................   62
8.     Provision of signs and general amenities .........................   62
9.     Ornamental features gardens etc ..................................   62
10.    Fixtures fittings etc ............................................   62
11.    Windows ..........................................................   62
12.    Refuse ...........................................................   63
13.    Traffic ..........................................................   63
14.    Energy and supply services .......................................   63

<PAGE>

15.    Water Areas and Waterside and Riverside Walkways .................  63
16.    Transport Services ...............................................  63
17.    Other services ...................................................  63
Part B ..................................................................  64
1.     Staff ............................................................  64
2.     Common Facilities ................................................  64
3.     Transportation Facilities ........................................  64
4.     Outgoings ........................................................  64
5.     Statutory requirements ...........................................  64
6.     Representations ..................................................  65
7.     Fees of the Estate Surveyor and the Accountant ...................  65
8.     Management .......................................................  65
9.     Insurance ........................................................  65
10.    Public activities ................................................  66
11.    Public toilets ...................................................  66
12.    Miscellaneous items ..............................................  66

SEVENTH SCHEDULE ........................................................  67
Building Services .......................................................  67
Part A ..................................................................  67
Part I ..................................................................  67
1.     The Core Parts ...................................................  67
2.     Base Parts of the Building .......................................  68
3.     Hot and cold water ...............................................  68
4.     Air conditioning .................................................  68
Part II .................................................................  68
1.     Lifts ............................................................  68
2.     Hot and Cold Water ...............................................  68
3.     Maintenance and Cleaning .........................................  68
4.     Air Conditioning .................................................  68

SEVENTH SCHEDULE ........................................................  69
Part B ..................................................................  69
Part I ..................................................................  69
1.     Retained Parts ...................................................  69
2.     Apparatus plant machinery etc ....................................  69
3.     Fire alarms etc. .................................................  69
4.     Security and surveillance ........................................  69
5.     Staff ............................................................  69
6.     Common Facilities ................................................  70
7.     Outgoings ........................................................  70
8.     Representations ..................................................  70
9.     Regulations ......................................................  70
10.    Miscellaneous items ..............................................  70
Part II .................................................................  70
1.     Retained Parts ...................................................  70
2.     Apparatus Plant Machinery etc ....................................  71
3.     Security and surveillance ........................................  71
4.     Provision of signs and general amenities .........................  71
5.     Ornamental features gardens etc ..................................  71
6.     Fixtures fittings etc ............................................  71
7.     Windows ..........................................................  71
8.     Refuse ...........................................................  71

<PAGE>

9.     Energy and supply services .......................................  72
10.    Other services ...................................................  72
11.    Staff ............................................................  72
12.    Common Facilities ................................................  72
13.    Outgoings ........................................................  72
14.    Statutory requirements ...........................................  73
15.    Representations ..................................................  73
16.    Regulations ......................................................  73
17.    Enforcement of covenants etc .....................................  73
18.    Fees of the Building Surveyor and the Accountant .................  73
19.    Management .......................................................  73
20.    Miscellaneous items ..............................................  73
21.    Insurance ........................................................  74
22.    Decorations ......................................................  74
23.    Staff ............................................................  74
24.    Name boards ......................................................  74
25.    Generally ........................................................  74
26.    Building Car Park ................................................  74

EIGHTH SCHEDULE .........................................................  75
Authorised Guarantee Agreement to be given by Tenant ....................  75
1.     Authorised Guarantee .............................................  75
2.     Tenant's liability ...............................................  75
3.     Disclaimer of Lease ..............................................  76
4.     Supplementary provisions .........................................  76
5.     [Guarantee] ......................................................  77
6.     Guarantor to join in new lease ...................................  77

NINTH SCHEDULE ..........................................................  78
Expert determination ....................................................  78

TENTH SCHEDULE ..........................................................  80
Defects .................................................................  80
1.     Interpretation ...................................................  80
2.     Snagging Items ...................................................  80
3.     Defects in the Base Building Works ...............................  80
4.     Access to the Demised Premises to remedy Snagging Items and/or ...
       Defects in the Base Building Works ...............................  80
5.     Defects Costs in respect of Base Building Works ..................  81
6.     Defects Costs in respect of the Infrastructure Works .............  81
7.     Tenant to notify Landlord of Latent Defective Works ..............  81
8.     Landlord to have no other liability ..............................  82

<PAGE>

                                LEASE PARTICULARS

<TABLE>
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<S>  <C>                              <C>                               <C>               <C>
1.    DATE                            :                                 day of            2002

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2.    LEASE OR UNDERLEASE             :     Underlease

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3.    PARTIES

      (a)   LANDLORD                  :     HERON QUAYS (HQ4) T1 LIMITED whose registered
                                            office is at One Canada Square Canary Wharf London
                                            E14 5AB (Company registration number 4290518) and
                                            HERON QUAYS (HQ4) T2 LIMITED whose registered
                                            office is at One Canada Square Canary Wharf London
                                            E14 5AB (Company registration number 4290517)

      (b)   MANAGEMENT                :     CANARY WHARF MANAGEMENT LIMITED whose registered
            COMPANY                         office is at One Canada Square  Canary Wharf London
                                            E14 5AB (Company registration number 2067510)

      (c)   TENANT                    :     THE NORTHERN TRUST COMPANY registered in the State
                                            of Illinois whose registered office is at 50 South
                                            LaSalle Street Chicago Illinois 60675 USA and whose
                                            address for service in the UK is 50 Bank Street
                                            London E14 5NT (Company Registration number BR001960)

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

4.    DEMISED PREMISES                :     Those parts of level B1 and Floors 5-8 of the
                                            Building shown for the purpose of identification
                                            only edged red on Plans 2-6

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5.    BUILDING                        :     ALL THAT land and premises including (if any) the
                                            dockbed and water thereover the quayside and the
                                            parts of the dock walls located therein and the
                                            building known as HQ-4 50 Bank Street Canary Wharf
                                            West India Docks Isle of Dogs London E14 and more
                                            particularly shown edged red on Plan 1

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

6.    TERM and TERM                   :     20 years commencing on 1 April 2002
      COMMENCEMENT DATE

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</TABLE>

<PAGE>

<TABLE>
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<S>                                           <C>   <C>
7.    INITIAL RENT                            :     THREE MILLION ONE HUNDRED AND THIRTY-NINE THOUSAND
                                                    ONE HUNDRED AND TWO POUNDS ((pounds)3,139,102)

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8.    RENT COMMENCEMENT DATE                  :     31 August 2003

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9.    RENT REVIEW DATES                       :     1 April 2007 and every fifth anniversary of such
                                                    day during the Term

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10.   ESTATE SERVICE CHARGE PERCENTAGE        :     The percentage to be established pursuant to Clause
                                                    9.1(j) (subject to Clause 9.8)

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11.   BUILDING SERVICE CHARGE PERCENTAGE      :     The percentages to be established pursuant to
                                                    Clause 9.1(e) (subject to Clause 9.8)

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12.   DECORATION YEARS                        :     The year ending 1 April 2007 and thereafter every
                                                    subsequent fifth year of the Term

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13.   PERMITTED USER                          :     High class professional or commercial offices and
                                                    ancillary storage and catering

---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

T H I S  L E A S E made on the Date and BETWEEN the Parties specified in the
Particulars

W I T N E S S E T H as follows:-

1.     DEFINITIONS

       In this Lease the following expressions shall have the following
       meanings:-

1.1    "Acceptable Assignee" means:-

       (a)    An Entity which has (or whose obligations will be guaranteed by an
              Entity which has) continuously for a period of 12 months
              immediately preceding the date of the application to assign
              maintained and which on the date of the application for licence to
              assign this Lease still maintains:-

              (i)   in respect of its senior unsecured unsubordinated and
                    unguaranteed long term debt obligations a credit rating of A
                    or better from Standard & Poor's Ratings Group, a division
                    of McGraw-Hill Inc ("Standard & Poor's") or A2 from Moody's
                    Investors Service ("Moody's"); or

              (ii)  a long-term counterparty credit rating of A or better from
                    Standard & Poor's; or

              (iii) credit ratings in respect of its senior unsecured
                    unsubordinated and unguaranteed long term debt or in respect
                    of its long term counterparty status from other major rating
                    agencies acceptable to the Landlord acting reasonably
                    equivalent to or better than any one of the credit ratings
                    described in (i) and (ii) above;

       AND WHERE

              (iv)  at the date of the application for licence to assign there
                    is no other major rating agency whose equivalent rating in
                    respect of the proposed assignee is lower than any of the
                    credit ratings described in (i) or (ii) above provided that
                    where any relevant agency rebases redesignates or otherwise
                    changes the substance of or criteria for a relevant rating
                    as referred to in (i) or (ii) above (or the number of grades
                    or rankings above or below the relevant rating) or does any
                    other act or thing so that the comparative creditworthiness
                    strength or substance reflected in any of the ratings
                    referred to in (i) or (ii) above is changed then there shall
                    be deemed substituted for the ratings referred to in (i) or
                    (ii) above such new or revised ratings as will then reflect
                    and be equivalent to the relative creditworthiness strength
                    and substance implied by the above ratings at the date
                    hereof to the intent and effect that the substituted rating
                    shall be equivalent mutatis mutandis to the current
                    standards of creditworthiness strength and substance
                    reflected in such current ratings; and

              (v)   at the date of the application to assign the proposed
                    assignee's credit rating has not been placed on Credit Watch
                    nor has been accorded negative or developing rating outlook
                    or equivalent (other than with a view to a possible
                    up-grade) by either Standard & Poor's or Moody's unless
                    prior to being placed on Credit Watch or being accorded such
                    outlook the proposed assignee's credit rating in respect of
                    its senior unsecured unsubordinated and

                                      -1-

<PAGE>

                    unguaranteed long term debt obligations was either A or
                    better from Standard & Poor's or A2 or better from Moody's;
                    or

       (b)    an Entity whose financial standing does not adversely affect
              (otherwise than to an immaterial extent) the market value of the
              Landlord's interest in the Demised Premises by taking an
              assignment of this Lease when compared with the position
              immediately prior to the proposed assignment (whether or not the
              Landlord has any intention at the time of selling or raising money
              on the security of its reversionary interest in the Demised
              Premises) by a hypothetical tenant who has at that point:-

              (i)   in respect of its senior unsecured unsubordinated and
                    unguaranteed long term debt obligations a credit rating of A
                    from Standard & Poor's or A2 from Moody's;

              (ii)  a long-term counterpart credit rating of A from Standard &
                    Poor's or A2 from Moody's

              the market value of the Landlord's interest in the Demised
              Premises shall be calculated having regard to the valuation
              guidelines set out in the RICS Appraisal and Valuation Manual
              current at the date of the said valuation or such alternative
              valuation practice for institutional investment office properties
              as is in common use for office premises of similar Net Internal
              Area to the Demised Premises in London at the date of the
              application for licence to assign

1.1a   "Accountant" means a Chartered Accountant or firm of Chartered
       Accountants appointed or employed by the Management Company or a Group
       Company of the Management Company to perform the functions of the
       Accountant under this Lease

1.2    "Adjoining Property" means all parts of the Estate (other than the
       Demised Premises) and any land and/or buildings from time to time
       adjoining or neighbouring the Estate

1.2a   "Agreement for Lease" means the agreement for lease relating to the
       development and leasing of B1 B1M and Floors 4 - 11 of the Building dated
       15 November 2000 and made between (1) Heron Quays Properties Limited (2)
       the Tenant and (3) Canary Wharf Group plc and as varied by a Deed of
       Variation dated 4 January 2002 and made between (1) Heron Quays
       Properties Limited (2) the Tenant and (3) Canary Wharf Estate Limited
       (formerly known as Canary Wharf Group plc)

1.3    "Base Rate" means the Base Rate for the time being of Barclays Bank PLC
       or some other London clearing bank nominated from time to time by the
       Landlord or in the event of Base Rate ceasing to exist such other
       reasonable comparable rate of interest as the Landlord shall from time to
       time determine

1.4    "Building" means the Building (of which the Demised Premises form part)
       briefly described in the Particulars and each and every part thereof and
       all the appurtenances belonging thereto including:-

       (a)    all landlord's fixtures and fittings in or upon the same

       (b)    all additions alterations and improvements thereto (excluding all
              tenant's and trade fixtures and fittings)

                                      -2-

<PAGE>

       and shall also include any additional land and buildings which the
       Landlord from time to time reasonably designates as part of the Building

1.5    "Building Services" means the services set out in Part A of the Seventh
       Schedule

1.6    "Business Hours" means 7.00 am to 8.00 pm on Mondays to Fridays
       (inclusive) and 8.00 am to 2.00 pm on Saturdays (excluding all usual bank
       or public holidays) or such other hours as may from time to time be
       reasonably designated by the Landlord

1.7    "Car Park" means the car parks within the Estate (other than the car
       parking area (if any) within the Building) designated as such from time
       to time in writing by the Landlord

1.8    "Common Parts of the Building" means those parts and amenities of the
       Building which are from time to time provided (or designated by the
       Landlord) for common use by tenants and occupiers of the Building with or
       without others and all persons authorised by them but excluding the
       Estate Common Parts and the Lettable Areas

1.9    "Demised Premises" means the Demised Premises as briefly described in the
       Particulars including:-

       (a)   the internal plaster surfaces and finishes of all structural or
             load bearing walls and columns within the Demised Premises and of
             all walls which enclose the same

       (b)   the entirety of all non-structural or non-load bearing walls and
             columns within the Demised Premises

       (c)   the inner half severed medially of the internal non-structural or
             non-load bearing walls (if any) that divide the same from other
             parts of the Building

       (d)   the screed and floor finishes thereof and all carpets

       (e)   the ceiling finishes thereof including all suspended ceilings and
             light fittings

       (f)   all glass window frames and window furniture in the windows and all
             doors door furniture and door frames

       (g)   all sanitary and hot and cold water apparatus and equipment

       (h)   all Pipes under and over the same which exclusively serve the
             Demised Premises

       (i)   all landlord's fixtures fittings plant machinery ducting sprinklers
             apparatus and equipment now or hereafter in or upon the same which
             exclusively serve the Demised Premises

       (j)   all additions alterations and improvements thereto

       but nevertheless excluding (i) all structural or load bearing walls and
       columns and the structural slabs of any roofs ceilings and floors (ii)
       all glass window frames and window furniture in the windows in the
       external skin of the Building (iii) pipes belonging to public utilities
       or those which serve other parts of the Building or Adjoining Property

1.10   "Development" means development as defined in Section 55 of the Town and
       Country Planning Act 1990

                                      -3-

<PAGE>

1.11a  "Entity" means a body corporate or other business organisation or
       partnership

1.11   "Estate" means the land and water areas at Canary Wharf and Heron Quays
       London E14 shown edged green on Plan 1 with any additional land and water
       areas in which the Landlord or a Group Company of the Landlord shall
       acquire a freehold or leasehold interest and which the Landlord from time
       to time reasonably designates as part of the Estate and all buildings and
       appurtenances thereon and all additions alterations and improvements
       thereto

1.12   "Estate Common Parts" means those parts of the Estate and the Adjoining
       Property (such parts not being publicly adopted) which are from time to
       time intended and/or reasonably designated and provided for the common
       use and enjoyment of the Tenant and the tenants of the Estate and persons
       claiming through or under them (whether or not other parties are also
       entitled to use and enjoy the same) but excludes all car parks within the
       Estate

1.13   "Estate Services" means the services set out in Part A of the Sixth
       Schedule insofar as the same are attributable to the
          Estate excluding the Car Park

1.14   "Force Majeure" means any cause beyond the reasonable control of the
       Landlord or the Management Company

1.15   "Group Company" in relation to any company ("the Relevant Company") means
       a company which is for the time being a subsidiary of or the holding
       company of the Relevant Company or which is another subsidiary of the
       holding company of the Relevant Company (in each case within the meaning
       of Section 736 of the Companies Act 1985, as amended by the Companies Act
       1989)

1.16   "Insured Risks" means (to the extent that the same are insurable in the
       global insurance market) fire storm tempest flood earthquake lightning
       explosion impact aircraft (other than hostile aircraft) and other aerial
       devices and articles dropped therefrom riot civil commotion malicious
       damage or damage caused as a result of terrorist action bursting or
       overflowing of water tanks apparatus or Pipes and such other risks as the
       Landlord may from time to time specify subject to such exclusions
       excesses limitations terms and conditions as may be imposed by the
       insurers

1.17   "Interest Rate" means four percentage points (4%) per annum above Base
       Rate

1.18a  "Irrecoverable VAT" means any Value Added Tax paid or payable by the
       Tenant in relation to supplies made by the Landlord to the Tenant by
       reason of this Lease if in respect of such payment and to the extent
       thereof the Tenant does not (or would not if appropriate claims had been
       made in due time) receive a credit in full as "input tax" whether as a
       VAT credit or as a deduction from "output tax" (as the expressions "input
       tax" and "output tax" are defined in Section 24 of the Value Added Tax
       Act 1994 and as the expression "VAT credit" is defined in Section 25 of
       that Act) under Sections 25 and 26 of that Act for the "prescribed
       accounting period" (as that expression is used in Sub-Section 25(1) of
       that Act) in relation to Value Added Tax

1.18   "Landlord" means the party named as "Landlord" in the Particulars and
       includes the person for the time being entitled to the reversion
       immediately expectant on the determination of the Term

1.19   "this Lease" means this Underlease and any document which is made
       supplemental hereto or which is entered into pursuant to or in accordance
       with the terms hereof

                                      -4-

<PAGE>

1.20     "Lettable Areas" means those parts of any building (including the
         Building) leased or intended to be leased or capable of being leased to
         occupational tenants but excluding any parts of such building leased or
         intended to be leased or capable of being leased to public utilities
         for the purposes of the carrying out of their statutory obligations

1.21     "Management Company" means the party named as "Management Company" in
         the Particulars or such other company as may be substituted therefor by
         the Landlord by notice in writing to the Tenant pursuant to Clause 8.6
         PROVIDED THAT in the event of any such substitution then at the request
         of either the Landlord or the Tenant the substituted management company
         the Tenant and any Surety shall enter into a Deed by which the Tenant
         and the Surety covenant with the new management company and the new
         management company covenants with the Tenant in the terms of the
         covenants between the Management Company the Tenant and any Surety
         contained in this Lease

1.22     "Mechanical Space Area" means the areas on Floor B2 Floor Mezzanine and
         Floor 12 of the Building shown for the purpose of identification only
         hatched and edged blue on Plans 7-9

1.23     "Net Internal Area" shall have the meaning given to it by the Code of
         Measuring Practice published on behalf of the Royal Institution of
         Chartered Surveyors and the Incorporated Society of Valuers and
         Auctioneers (Fourth Edition November 1993) or such subsequent Edition
         as shall be generally used by measurement surveyors and shall be
         determined from time to time by the Estate Surveyor (as defined in
         Clause 9.1(k)) (ignoring works carried out by tenants or occupiers
         during the subsistence of the lease or underlease in existence at the
         time of such determination)

1.24     "Particulars" means the descriptions and terms appearing on the
         preceding pages headed "Lease Particulars" which comprise part of this
         Lease

1.25     "Permitted Part" means the separate unit of accommodation as defined in
         Clause 4.21(c)(ii)

1.26     "Pipes" means all pipes sewers drains ducts conduits gutters
         watercourses wires cables channels flues service corridors trunking and
         all other conducting media and any ancillary apparatus

1.27     "Plan 1" "Plan 2" "Plan 3" etc means the plans annexed hereto and
         respectively so marked

1.28     "Planning Acts" means the Town and Country Planning Act 1990 the
         Planning (Listed Buildings and Conservation Areas) Act 1990 the
         Planning (Hazardous Substances) Act 1990 the Planning (Consequential
         Provisions) Act 1990 the Planning and Compensation Act 1991 and any
         other town and country planning or related legislation

1.29     "Quarterly Day" means each of the 1st day of January 1st day of April
         1st day of July and 1st day of October

1.30     "Regulations" means the regulations set out in a manual which has been
         made available to the Tenant and which may be reasonably updated from
         time to time and such substituted or additional reasonable Regulations
         as the Landlord may from time to time notify in writing to the Tenant
         for the general management oversight and security of the Building the
         Car Park or the Estate

                                      -5-

<PAGE>

1.31     "Rent" means the Initial Rent and the rent payable pursuant to the
         provisions of the Third Schedule

1.32     "Retained Parts" means the Common Parts of the Building and all parts
         of the Building which do not comprise Lettable Areas or Estate Common
         Parts and/or which are designated as such from time to time by the
         Landlord

1.33     "Superior Landlord" means the person or persons for the time being
         entitled to any estate or estates which are reversionary (whether
         immediate or mediate) upon the Landlord's estate

1.34     "Superior Lease" means the Lease dated 16 March 1998 and made between
         London Docklands Development Corporation (1) and Heron Quays Properties
         Limited (2) as amended from time to time and any other lease or leases
         which are reversionary (whether immediate or mediate) upon this Lease

1.35     "Surety" means the party (if any) named as "Surety" in the Particulars
         and any other party who during the Term acts as Surety and in the case
         of an individual includes his personal representatives

1.36     "Tenant" means the party named as "Tenant" in the Particulars and
         includes the Tenant's successors in title and assigns and those
         deriving title under them and in the case of an individual includes his
         personal representatives

1.37     "Tenant's Category "A" Works" and "Tenant's Category "B" Works" mean
         respectively the works described as such in a Memorandum dated signed
         on behalf of each of the Landlord and the Tenant and annexed hereto
         collectively called the "Tenant's Works"

1.38     "Term" means the term of years stated in the Particulars and includes
         the period of any holding over or any extension or continuation whether
         by statute or common law

1.39     "Value Added Tax" and "VAT" means value added tax as provided for in
         the Value Added Tax Act 1994 and includes any other tax from time to
         time replacing it or of a similar fiscal nature

1.40     "Working Day" means any day (other than a Saturday or a Sunday) upon
         which clearing banks in the United Kingdom are open to the public for
         the transaction of business

2.       INTERPRETATION

         UNLESS the context otherwise requires:-

2.1      where two or more persons are included in the expression "the Tenant"
         and/or "the Landlord" the covenants which are expressed to be made by
         the Tenant and/or the Landlord shall be deemed to be made by such
         persons jointly and severally

2.2      words importing persons shall include firms companies and corporations
         and vice versa

2.3      any covenant or regulation to be observed by any party hereto not to do
         any act or thing shall include an obligation not to cause permit or
         suffer such act or thing to be done

                                      -6-

<PAGE>

2.4      references either to any rights or powers of the Landlord or the
         Management Company or the rights of the Tenant in relation to the
         Adjoining Property shall be construed as extending respectively to the
         Superior Landlord and all persons authorised by the Landlord and/or the
         Management Company and the Superior Landlord and as the case may be by
         the Tenant

2.5      reference to the requirement of any consent and/or approval from and/or
         registration with the Landlord and/or the Management Company shall be
         construed as:-

         (a)  requiring the Landlord and/or Management Company not unreasonably
              to delay giving any such consent and/or approval where either the
              Landlord or Management Company is not unreasonably to withhold
              such consent and/or approval; and

         (b)  including a requirement for the consent and/or approval of and/or
              registration with a Superior Landlord where the Superior
              Landlord's consent and/or approval would be required under the
              terms of a Superior Lease except that nothing herein shall be
              construed as imposing on a Superior Landlord any obligation (or
              indicating that such an obligation is imposed on the Superior
              Landlord by virtue of the terms of a Superior Lease) not
              unreasonably to refuse any such consent and/or approval

2.6      any reference to a statute (whether specifically named or not) shall
         include any amendment or re-enactment of such statute for the time
         being in force and all instruments orders notices regulations
         directions bye-laws permissions and plans for the time being made
         issued or given thereunder or deriving validity therefrom

2.7      the titles and headings appearing in this Lease are for reference only
         and shall not affect its construction

2.8      all agreements and obligations by any party contained in this Lease
         (whether or not expressed to be covenants) shall be deemed to be and
         shall be construed as covenants by such party

3.       DEMISE AND RENTS

         THE Landlord HEREBY DEMISES unto the Tenant the Demised Premises
         TOGETHER WITH the rights and easements specified in the First Schedule
         EXCEPT AND RESERVING the rights and easements specified in the Second
         Schedule SUBJECT TO all rights easements quasi-easements privileges
         covenants restrictions and stipulations of whatsoever nature affecting
         the Demised Premises including the matters contained or referred to in
         the Deeds mentioned in the Fifth Schedule TO HOLD the Demised Premises
         unto the Tenant from and including the Term Commencement Date for the
         Term YIELDING AND PAYING unto the Landlord and (where expressly
         provided hereunder) the Management Company during the Term by way of
         rent:-

         (a)  yearly and proportionately for any fraction of a year:-

              (i)  from and including 1 June 2002 the rent of FIFTY-FIVE
                   THOUSAND POUNDS ((pound)55,000) until the Rent Commencement
                   Date

              (ii) from and including the Rent Commencement Date up to but
                   excluding 1 April 2007 the Initial Rent

                                      -7-

<PAGE>

              (iii) from and including each Review Date (as that term is defined
                    in the Third Schedule) such Rent as shall become payable
                    under and in accordance with the provisions of the Third
                    Schedule

              in each case to be paid to the Landlord (by Banker's Standing
              Order if the Landlord reasonably so requires) by equal quarterly
              payments in advance on each Quarterly Day in every year the first
              payment being a proportionate sum in respect of the period from
              and including the Rent Commencement Date to the day before the
              next Quarterly Day to be made on the Rent Commencement Date

         (b)  a due proportion to be fairly and properly determined by the
              Landlord of all sums (including insurance tax and the cost of
              periodic valuations for insurance purposes) which the Landlord
              shall from time to time be liable to pay for insuring the Building
              against the Insured Risks pursuant to Clause 7.1(a) and the other
              matters referred to in Clauses 7.1(c) and 7.1(d) and the whole of
              the sums which the Landlord shall from time to time pay for
              insuring against loss of rents pursuant to Clause 7.1(b) such sums
              to be paid to the Landlord on demand

         (c)  the payments to be made to the Management Company (subject to
              Clause 8.6) in accordance with Clause 9

         (d)  the moneys referred to in Clauses 4.2 and 4.33 to be paid to the
              Landlord or the Management Company as therein provided on demand

         (e)  any other moneys which are by this Lease stated to be recoverable
              as rent in arrear to be paid to the Landlord or the Management
              Company as therein provided on demand

4.       TENANT'S COVENANTS

         THE Tenant HEREBY COVENANTS with the Landlord and as a separate
         covenant with the Management Company as follows:-

4.1      Rents

         To pay the rents reserved by this Lease at the times and in the manner
         aforesaid without any abatement set-off counterclaim or deduction
         whatsoever (save those that the Tenant is required by law to make) and
         so that the Landlord shall receive full value in cleared funds on the
         date when payment is due

4.2      Interest on arrears

         (a)  Without prejudice to any other right remedy or power herein
              contained or otherwise available to the Landlord or the Management
              Company if any of the rents reserved by this Lease (whether
              formally demanded or not) or any other sum of money payable to the
              Landlord or the Management Company by the Tenant under this Lease
              shall not be paid so that the Landlord receives full value in
              cleared funds:-

              (i)   in the case of the Rent and any Value Added Tax thereon, on
                    the date when payment is due (or, if the due date is not a
                    Working Day, the next Working Day after the due date); or

              (ii)  in the case of any other rents or sums within seven (7) days
                    after the date when payment has become due

                                      -8-

<PAGE>

              to pay interest thereon at the Interest Rate from the date on
              which payment was due to the date of payment to the Landlord or
              the Management Company (as the case may be) (both before and after
              any judgment)

         (b)  Without prejudice to any other right, remedy or power contained in
              this Lease or otherwise available to the Landlord, if the Landlord
              shall decline to accept any of the rents or other sums of money so
              as not to waive any existing breach of covenant, the Tenant shall
              pay interest on such rents and other sums of money at the Interest
              Rate from and including the date when payment was due (or, where
              applicable, would have been due if demanded on the earliest date
              on which it could have been demanded) to the date when payment is
              accepted by the Landlord

4.3      Outgoings

         (a)  To pay and discharge all existing and future rates taxes duties
              charges assessments impositions and outgoings whatsoever or (where
              such outgoings relate to the Demised Premises and other premises)
              a due proportion thereof to be reasonably determined by the
              Landlord which now are or may at any time during the Term be
              payable in respect of the Demised Premises (and all car parking
              spaces designated for the use of the Tenant) whether by the owner
              or the occupier of them (excluding any tax payable by the Landlord
              occasioned by the grant of and any disposition of or dealing with
              the reversion to this Lease)

         (b)  To the extent not detrimental to the Tenant's interests to raise
              no objection to the Landlord or the Management Company contesting
              any outgoings as aforesaid and appealing any assessments related
              thereto or withdrawing any such contest or appeal or agreeing with
              the relevant authorities on any settlement compromise or
              conclusion in respect thereof and to supply to the Landlord
              forthwith upon receipt copies of any such assessments and to
              execute forthwith on request all consents authorisations or other
              documents as the Landlord or the Management Company reasonably
              requests to give full effect to the foregoing

         (c)  Not to agree or appeal or contest any such outgoings or any
              assessments related thereto without the prior approval in writing
              of the Landlord (such approval not to be unreasonably withheld)

         (d)  To pay all charges for electricity telephone water gas (if any)
              and other services and all sewage and environmental charges
              consumed in the Demised Premises including any connection charge
              and meter installation costs and rents and if so required by the
              Landlord at the Tenant's own cost to install a water meter to
              measure the water consumed in the Demised Premises and (where any
              such services are provided by the Landlord or the Management
              Company at the request of the Tenant or where there is no
              reasonable alternative) to pay for any such service consumed and a
              standing charge at a reasonable rate (not exceeding 10% of the
              cost of the same to the Landlord or the Management Company)
              specified from time to time by the Landlord or the Management
              Company and to permit the Landlord or the Management Company to
              install maintain and read any meter in the Demised Premises
              relating to any such service

4.4      Utility authorities

         To pay to the Landlord or as it may direct an amount equal to any
         rebate or rebates which the Tenant or any undertenant may receive from
         public utilities in respect of the capital costs

                                      -9-

<PAGE>

         incurred by the Landlord the London Docklands Development Corporation
         (or any successor body) or some party (other than the Tenant) of
         providing water foul and surface water drainage gas electricity and
         telecommunications

4.5      Repairs

         (a)  To repair and keep in good and substantial repair and condition
              the Demised Premises (other than any parts which the Landlord or
              the Management Company has covenanted to maintain or replace or
              repair) (damage by the Insured Risks excepted save to the extent
              that payment of the insurance moneys shall be withheld by reason
              of any act neglect or default of the Tenant or any undertenant or
              any person under its or their control)

         (b)  To replace from time to time any of the Landlord's fixtures and
              fittings which become in need of replacement with new ones which
              are similar in type and quality (excluding any such fixtures and
              fittings which the Landlord or the Management Company is liable to
              maintain or repair or replace pursuant to their respective
              covenants herein contained)

4.6      Plant and machinery

         To keep all plant machinery and other equipment (not being moveable
         property of the Tenant or any undertenant) in the Demised Premises
         properly maintained and in good working order and condition and shall
         not adversely affect the base building systems and any warranties which
         the Landlord may enjoy in relation to the same

4.7      Decorations

         In every Decoration Year and also in the last three months of the Term
         howsoever determined in a good and workmanlike manner to prepare and
         decorate (with two coats at least of good quality paint) or otherwise
         treat as appropriate all parts of the Demised Premises required to be
         so treated and as often as may be reasonably necessary to wash down all
         washable surfaces such decorations and treatment in the last year of
         the Term to be executed in such colours and materials as the Landlord
         may reasonably require

4.8      Cleaning

         (a)  To keep the Demised Premises in a clean and tidy condition and at
              least once in every month properly to clean the inside of all
              exterior windows window frames and other exterior glass enclosing
              the Demised Premises

         (b)  To invite the cleaning contractor nominated by the Landlord to
              tender to the Tenant for the cleaning of the Demised Premises

4.9      Not Used

4.10     Yield up

         (a)  Immediately prior to the expiration or sooner determination of the
              Term at the cost of the Tenant:-

                                      -10-

<PAGE>

              (i)   to replace any of the Landlord's fixtures and fittings
                    which shall be missing or damaged with new ones of similar
                    kind and quality or (at the option of the Landlord) to pay
                    to the Landlord the cost of replacing any of the same

              (ii)  to remove from the Demised Premises any moulding or sign of
                    the name or business of the Tenant or occupiers and all
                    tenant's fixtures fittings furniture and effects and to make
                    good to the reasonable satisfaction of the Landlord all
                    damage caused by such removal

              (iii) only if reasonably required by the Landlord to remove all
                    video data and sound communications conducting material
                    installed in the Building by or at the request of the
                    Tenant or any undertenant

         (b)  At the expiration or sooner determination of the Term quietly to
              yield up the Demised Premises to the Landlord in good and
              substantial repair and condition in accordance with the
              covenants and other obligations on the part of the Tenant
              contained in this Lease and to no less a standard of finish than
              the Demised Premises would have been in if they had been
              constructed to the "Minimum Standard Developer's Finish for
              Tenant's Work" when the Building was originally constructed

4.11     Rights of entry by Landlord and the Management Company

         Subject to the provisions of Clause 8.18 to permit the Landlord and
         the Management Company with all necessary materials and appliances at
         all reasonable times upon reasonable prior notice (except in cases of
         emergency) to enter and remain upon the Demised Premises:-

         (a)  to view and examine the state and condition of the Demised
              Premises and to take schedules of the landlord's fixtures

         (b)  to exercise any of the rights excepted and reserved by this Lease

         (c)  for any other proper purpose connected with the management of or
              the interest of the Landlord in the Demised Premises or the
              Building

4.12     To comply with notices

         (a)  Whenever the Landlord shall give written notice to the Tenant of
              any breach of covenant to forthwith remedy such breach

         (b)  If the Tenant shall fail within twenty-one (21) days of such case
              of emergency to commence and then diligently to continue to
              comply with such notice the Landlord may without further notice
              enter the Demised Premises and carry out or cause to be carried
              out all or any of the works referred to in such notice and all
              costs and expenses thereby incurred shall be paid by the Tenant
              to the Landlord on demand and in default of payment shall be
              recoverable as rent in arrear

4.13     Overloading floors and services and installation of wiring etc

         (a)  Not to do anything which may subject the Demised Premises or the
              Building to any strain beyond that which it is designed to bear
              with due margin for safety and to pay to the Landlord on demand
              all costs reasonably incurred by the Landlord in obtaining

                                      -11-

<PAGE>

         the opinion of a qualified structural engineer as to whether the
         structure of the Demised Premises or the Building is being or is
         about to be overloaded

     (b) To observe the weight limits prescribed for all lifts in the Building

     (c) Not to use or permit or suffer to be used any electrical or electronic
         apparatus or equipment that does not comply with any relevant British
         standard or code of practice (or any replacement thereof) relating to
         such apparatus or equipment and in addition not to install or use any
         electrical or electronic equipment or apparatus unless it has been
         fitted with an efficient suppresser so as to prevent any interference
         with radio or television reception telecommunications transmission
         electrical or electronic apparatus or equipment or the operation of any
         other equipment in the Building or in any Adjoining Property

     (d) If properly requested by any relevant public utility promptly to
         provide or to consent to the disclosure by the relevant public utility
         of details to the Management Company of the installation in or upon any
         part of the Building or the Estate of all video data and sound
         communications conducting material and associated equipment installed
         by or at the request of the Tenant or any undertenant

4.14 Pipes

     Not to overload or obstruct any Pipes or discharge into any Pipes any oil
     or grease or any noxious or deleterious substance which may cause an
     obstruction or become a source of danger or injure the Pipes or the
     drainage system of the Building or the Adjoining Property

4.15 Cooking

     Not to prepare or cook any food in the Demised Premises otherwise than in a
     kitchen area approved in writing by the Landlord such approval not to be
     unreasonably withheld and to take all necessary steps to ensure that all
     smells and fumes caused by permitted cooking refuse or food shall be
     removed from the Demised Premises in a manner and by means approved by the
     Landlord and in any event so as to ensure that in the reasonable opinion of
     the Landlord no nuisance or annoyance shall be caused to the Landlord or
     any of the tenants or occupiers of the Building or the Adjoining Property

4.16 Dangerous materials and use of machinery

     Not to bring in any part of the Building anything which is or is likely to
     become dangerous offensive combustible especially inflammable radioactive
     or explosive or which might increase the risk of fire or explosion or which
     would cause or be likely to cause nuisance disturbance or damage to the
     Landlord or any tenant owner or occupier of any part of the Building or the
     Estate PROVIDED THAT this Clause shall not prevent the use of goods and
     machinery utilised in connection with a modern office building and the
     activities carried on thereat

4.17 Heating cooling and ventilation and other systems

     (a) Not to do anything which adversely affects the heating cooling or
         ventilation of the Building or any other centrally controlled systems
         or which imposes an additional load on the heating cooling or
         ventilation plant and equipment or any such system beyond that which it
         is designed to bear

                                      -12-

<PAGE>

     (b) To take all steps necessary to prevent any mechanical ventilation of
         the Demised Premises drawing air from or exhausting air into the Common
         Parts of the Building

4.18 User

     (a) Not to use or occupy the Demised Premises for any purpose except for
         the Permitted User

     (b) Not to use the Demised Premises or any part thereof for any auction or
         public meeting public exhibition or public entertainment or for
         gambling or as a club or for the business of a turf accountancy estate
         agency travel agency staff or employment agency or Government
         Department where services are provided principally to visiting members
         of the public

     (c) Not to use the Demised Premises or any part thereof for any dangerous
         noisy noxious or offensive trade business or occupation whatsoever nor
         for any illegal or immoral purpose nor for residential or sleeping
         purposes

     (d) Not to leave the Demised Premises continuously unoccupied for more than
         7 days without:-

         (i)  notifying the Landlord and

         (ii) providing such caretaking and security arrangements as the
              Landlord shall reasonably require in order to protect the Demised
              Premises and its contents and to deal with any emergency

     (e) To ensure that at all times the Landlord and the Management Company
         have written notice of the name home address and home telephone number
         of at least two keyholders of the Demised Premises

     (f) To provide the Landlord or the Management Company with a set of keys to
         the Demised Premises to enable the Landlord and the Management Company
         or their agents and others authorised by the Landlord or the Management
         Company to enter the Demised Premises for security purposes in
         accordance with the provisions of Clause 8.18 or in cases of emergency

4.19 Alterations signs and visual amenity

     (a) Not to erect any new structure in the Demised Premises or any part
         thereof nor to alter add to or change the exterior of the Demised
         Premises or the height elevation or external architectural or
         decorative design or appearance of the Demised Premises

     (b) Not to alter divide cut maim or remove any of the principal or load-
         bearing walls floors beams or columns within or enclosing the Demised
         Premises nor to make any other alterations or additions which affect
         the structure of the Building

     (c) Not to make any alterations or additions to any centrally controlled
         systems in the Demised Premises or the Building or the Pipes within or
         serving the Demised Premises or the Building without obtaining the
         prior written consent of the Landlord such consent not to be
         unreasonably withheld

                                      -13-

<PAGE>

     (d) Not to make any alterations or additions not prohibited by Clause 4.19
         (a) or (b) without obtaining the prior written consent of the Landlord
         such consent not to be unreasonably withheld and provided that as soon
         as practicable (and not more than fifteen days) following completion of
         the approved alterations or additions (the "Alterations") the Tenant
         shall supply to the Landlord (i) a set of as-built drawings showing
         the Alterations as actually carried out together with a complete set of
         updated DWG files on computer disc reflecting the changes to the
         Tenant's Works and (ii) a copy of the health and safety file kept
         available for inspection pursuant to the Construction (Design
         Management) Regulations 1994 and any subsequent legislation of a
         similar nature

     (e) Not to add to or change the lighting within the Demised Premises which
         lighting is visible from outside the Demised Premises without obtaining
         the prior written consent of the Landlord (not to be unreasonably
         withheld)

     (f) Not to erect or display on the exterior of the Demised Premises or in
         the windows thereof so as to be visible from the exterior any pole
         aerial advertisement or thing whatsoever save that the Tenant may
         display on the entrance door to the Demised Premises a sign stating the
         Tenant's name and business or profession on obtaining the prior written
         consent of the Landlord to the size style and the position thereof and
         the materials to be used such consent not to be unreasonably withheld

     (g) Not to install any window coverings except those which have been
         approved in writing by the Landlord from time to time (not to be
         unreasonably withheld)

     (h) Promptly to make good all damage caused to any parts of the Building or
         any Adjoining Property in the carrying out of any alterations or
         additions to the Demised Premises

4.20 Works carried out to the Demised Premises

     Without prejudice to the provisions of Clause 4.19 or to any covenants and
     conditions which the Landlord may reasonably require or impose in giving
     consent for alterations or additions to the Demised Premises to carry out
     any alterations additions repairs replacements or other works to or in
     respect of the Demised Premises promptly and in a good and workmanlike
     manner and in accordance with the reasonable requirements of the Landlord
     notified in writing to the Tenant and in particular but without prejudice
     to the generality thereof:-

     (a) any works the carrying out of which may in the Landlord's reasonable
         opinion constitute a nuisance or disrupt the businesses or activities
         of other tenants or occupiers of the Building or the Estate or the
         public shall be performed outside the hours of 9.00 am to 6.00 pm on
         Monday to Friday (inclusive)

     (b) any works within the Demised Premises affecting the structure of the
         Building or any base building systems or centrally controlled systems
         within the Building or the Demised Premises shall at the Landlord's
         reasonable option be performed at the Tenant's expense by the Landlord
         or the Management Company or by contractors designated by the Landlord
         at a reasonable time specified by the Landlord and at a reasonable cost

                                      -14-

<PAGE>

4.21 Alienation

4.21.1

     (a) Not to assign or charge any part or parts (as distinct from the whole)
         of the Demised Premises and not to agree so to do

     (b) Not to part with possession of or share the occupation of the whole or
         any part or parts of the Demised Premises or agree so to do (otherwise
         than conditionally upon obtaining the Landlord's consent in accordance
         with the terms of this Lease) or permit any person to occupy the same
         save by way of an assignment or underlease of the whole of the Demised
         Premises or an underlease of a Permitted Part thereof (as hereinafter
         defined) in accordance with the provisions of this Clause PROVIDED THAT
         nothing contained in this Clause shall prevent the Tenant from sharing
         occupation of the whole or any part or parts of the Demised Premises
         with a company which is and remains a Group Company of the Tenant so
         long as such occupation shall not create the relationship of landlord
         and tenant between the Tenant and the Group Company and notice of the
         sharing of occupation and the name of the Group Company concerned is
         given to the Landlord within ten (10) Working Days after the sharing
         begins

     (c) Not to underlet any part or parts of the Demised Premises (as distinct
         from the whole) otherwise than on the following conditions:-

         (i)   each floor of the Demised Premises shall not at any time be in
               the occupation of more than four (4) Entities the Tenant and any
               Group Company of the Tenant sharing occupation with the Tenant
               pursuant to the proviso to Clause 4.21.1(b) counting as one

         (ii)  each separate unit of accommodation to be underlet or retained
               shall comprise not less than four thousand square feet on a
               single floor and shall be capable of being occupied and used as a
               separate and self-contained unit with all necessary and proper
               services ("a Permitted Part") and

         (iii) if the Landlord shall reasonably so require, the Tenant shall
               obtain an acceptable guarantor for any proposed undertenant and
               such guarantor shall execute and deliver to the Landlord a deed
               containing covenants by that guarantor (or, if more than one,
               joint and several covenants) with the Landlord, as a primary
               obligation, in the terms contained in the Fourth Schedule (with
               any necessary changes) or in such other terms as the Landlord may
               reasonably require and

         (iv)  prior to the grant of any underlease of a Permitted Part (which
               comprises less than a whole floor) an order of the Court shall be
               obtained under the provisions of Section 38(4) of the Landlord
               and Tenant Act 1954 authorising the exclusion of Sections 24 to
               28 of the said Act in relation to such intended underlease and
               the said intended underlease shall contain provisions excluding
               Sections 24 to 28 of the said Act

     (d) Not to underlet the whole of the Demised Premises otherwise than on
         the condition that if the Landlord shall reasonably so require, the
         Tenant shall obtain an acceptable guarantor for any proposed
         undertenant and such guarantor shall execute and deliver to the
         Landlord a deed containing covenants by that guarantor (or, if more
         than one, joint and several covenants) with the Landlord, as a primary
         obligation, in the terms

                                      -15-


<PAGE>

         contained in the Fourth Schedule (with any necessary changes) or in
         such other terms as the Landlord may reasonably require

     (e)

         (i)   Not to underlet the whole of the Demised Premises or a Permitted
               Part at a fine or a premium or at a rent less than the open
               market rental value of the Demised Premises or (as the case may
               be) of a Permitted Part in each case at the time of such
               underlease

         (ii)  No underletting of the whole or any part of the Demised Premises
               can take place on terms whereby any rent-free or concessionary
               rent period or financial inducement given is not previously
               approved by the Landlord

     (f) Without prejudice to the foregoing provisions not to charge or
         underlet the whole of the Demised Premises nor to underlet a Permitted
         Part without the prior written consent of the Landlord such consent
         not to be unreasonably withheld nor to assign the whole of the Demised
         Premises otherwise that in strict compliance with Clause 4.21.2

     (g) Prior to any permitted underlease to procure that the undertenant
         enters into direct covenants with the Landlord and the Management
         Company as follows:-

         (i)   an unqualified covenant by the undertenant that the undertenant

               (A)  shall not assign or charge (or agree so to do) any part or
                    parts (as distinct from the whole of the premises to be
                    thereby demised); and

               (B)  shall not (save by way of an assignment or underlease of the
                    whole or (if the undertenant is the undertenant of the whole
                    of the Demised Premises) an underlease of a Permitted Part)
                    part with possession of or share the occupation of the whole
                    or any part of the premises to be thereby demised or agree
                    so to do or permit any person to occupy the same

         (ii)  a covenant by the undertenant that the undertenant shall not
               assign charge or underlet (or agree so to do) the whole of the
               premises to be thereby demised or underlet (or agree so to do) a
               Permitted Part without (in each case) obtaining the prior written
               consent of the Landlord such consent not to be unreasonably
               withheld

         (iii) a covenant by the undertenant to perform and observe all the
               tenant's covenants and the other provisions contained in

               (1)  this Lease (other than the payment of the rents) so far as
                    the same are applicable to the premises to be thereby
                    demised and including in particular (but without limitation)
                    the conditions set out in Clause 4.21.1(c); and

               (2)  the permitted underlease

     (h) Every permitted underlease shall contain:-


                                      -16-



<PAGE>

           (i)   provisions for the review of the rent thereby reserved (which
                 the Tenant hereby covenants to operate and enforce) on an
                 upwards only basis on the dates for review specified in the
                 Particulars to this Lease in accordance with the provisions set
                 out in the Third Schedule hereto mutatis mutandis and with
                 references to "Assumed Premises" being deemed to be references
                 to premises demised by the permitted underlease

           (ii)  a covenant by the undertenant (which the Tenant hereby
                 covenants to enforce) prohibiting the undertenant from doing or
                 suffering any act or thing in relation to the premises underlet
                 in breach of the provisions of this Lease

           (iii) a condition for re-entry on breach of any covenant by the
                 undertenant

           (iv)  (subject to the provisions of Clause 4.21.1(g)) the same
                 provisions (mutatis mutandis) as are set out in Clause 4.21.2

       (i) When reasonably required to enforce the performance and observance by
           every such undertenant of the covenants provisions and conditions of
           the underlease and not at any time knowingly or formally to waive any
           breach of the same

       (j) To procure that the principal rent is reviewed under any permitted
           underlease in accordance with the terms thereof and not to agree any
           reviewed rent with the undertenant at less than the then open market
           rent and in any event not without prior consultation with the
           Landlord

       (k) Not to vary the terms of any permitted underlease (or agree so to do)
           without the prior written consent of the Landlord such consent not to
           be unreasonably withheld

       (l) To procure that the rents reserved by any permitted underlease shall
           not be commuted or payable more than one quarter in advance and not
           to permit the reduction of any rents reserved by any such underlease

4.21.2 (a) For the purposes of Section 19(1A) of the Landlord and Tenant Act
           1927 it is agreed that the Landlord may withhold consent to an
           assignment of the whole of the Demised Premises if:-

           (i)   the proposed assignee is not an Acceptable Assignee; or

           (ii)  the proposed assignee is a company which is a Group Company of
                 the Tenant unless such proposed assignee is also an Acceptable
                 Assignee pursuant to clause 1.1(a); or

           (iii) the proposed assignee or any proposed guarantor for it (other
                 than any guarantor under an authorised guarantee agreement as
                 referred to in Clause 4.21.2(b)(i)) is any person or Entity who
                 has the right to claim sovereign or diplomatic immunity or
                 exemption from liability from the covenants on the part of the
                 Tenant contained in this Lease; or

           (iv)  at the time of application for consent the proposed assignee or
                 any proposed guarantor for it (other than any guarantor under
                 an authorised guarantee agreement as referred to in Clause
                 4.21.2(b)(i)) is any person or Entity in relation to whom any
                 of the events mentioned in Clause 8.1 of this Lease

                                      -17-

<PAGE>

                    would have occurred if that person or Entity were the Tenant
                    under this Lease; or

              (v)   the Initial Rent remains unpaid; or

              (vi)  in the Landlord's reasonable opinion there is a material
                    outstanding breach of covenant on the part of the Tenant
                    which relates to the repair of the Demised Premises unless
                    the proposed assignee (being an Acceptable Assignee)
                    covenants unconditionally with both the Landlord and the
                    Management Company to remedy such breach as soon as
                    reasonably practicable

         (b)  For the purposes of S19 (lA) of the Landlord and Tenant Act 1927
              and S16 of the Landlord and Tenant (Covenants) Act 1995 it is
              further agreed that any consent of the Landlord to an assignment
              of the whole of the Demised Premises may be subject to:

              (i)   a condition requiring that before the Tenant completes the
                    assignment of this Lease the Tenant and any party who has
                    covenanted on its behalf as Surety jointly and severally
                    execute and deliver to the Landlord a deed which shall be
                    prepared by the Landlord's solicitors containing covenants
                    on the part of the Tenant and the Surety in the form of
                    those contained in the Eighth Schedule

              (ii)  a condition that the assignment is completed and registered
                    with the Landlord in accordance with Clause 4.22 within two
                    (2) months of the date of the consent and that if it is not
                    the consent shall be void but any of the guarantees referred
                    to in Clauses 4.21.2(b)(i) and 4.21.2(b)(iii) shall
                    nevertheless remain in full force and effect

              (iii) a condition that before the Tenant completes the assignment
                    of the Lease, if the Landlord acting reasonably determines
                    it to be necessary, one or more guarantors acceptable to the
                    Landlord, acting reasonably, covenant by deed with the
                    Landlord in the form of guarantee set out in the Fourth
                    Schedule

              (iv)  a condition that prior to any permitted assignment it is
                    procured that the assignee enters into a direct covenant
                    with the Landlord and the Management Company that with
                    effect from the date of the assignment until the first
                    subsequent assignment which is not an excluded assignment
                    (as the expression is defined in the Landlord and Tenant
                    (Covenants) Act 1995) the proposed assignee will pay the
                    rents hereby reserved and perform and observe the covenants
                    by the Tenant contained in this Lease

         (c)  Without prejudice to the provisions of Clauses 4.21.2(a) and (b)
              the Tenant shall not assign the whole of the Demised Premises
              without the prior written consent of the Landlord and except in
              relation to the circumstances mentioned in Clause 4.21.2(a) and
              the conditions mentioned in Clause 4.21.2(b) such consent shall
              not be unreasonably withheld. The parties agree that in
              considering whether or not the Landlord is reasonably withholding
              such consent due and proper regard shall be had to the provisions
              and effect of the Landlord and Tenant (Covenants) Act 1995

         (d)  Clauses 4.21.2(a) and 4.21.2(b) shall operate without prejudice to
              the Landlord's right to refuse such consent on any other ground or
              grounds where such refusal would be reasonable or to impose
              further conditions upon the grant of consent where such imposition
              would be reasonable and the Landlord may at any time during the
              Term

                                      -18-

<PAGE>

              abandon any of the circumstances set out in Clause 4.21.2(a)
              and/or any of the conditions referred to in Clause 4.21.2(b) by
              serving written notice to that effect on the Tenant and upon
              service of any such notice in the circumstance(s) or condition(s)
              therein specified shall be deemed to be deleted from this Lease
              and be of no further effect

4.21.4   Any question of whether or not any of the circumstances set out in
         Clause 4.21.2(a) exist in relation to a proposed assignment of the
         whole of the Demised Premises or as to whether any of the conditions
         referred to in Clause 4.21.2(b) should be imposed shall be determined
         by the Landlord and if the Landlord determines that any such
         circumstances exist and as a consequence of it wishes to withhold its
         consent to the proposed assignment, or that any such conditions should
         be imposed, the Landlord shall give written notice to that effect to
         the Tenant and such notification shall be binding on the Tenant unless
         the Tenant serves on the Landlord a counternotice ("the Counternotice")
         within ten (10) Working Days requiring the Landlord's determination to
         be reviewed by an expert in accordance with the Ninth Schedule

4.22     Registration of dispositions

         Within twenty-one (21) days of every assignment transfer assent
         underlease assignment of underlease mortgage charge or any other
         disposition whether mediate or immediate of or relating to the whole or
         any part or parts of the Demised Premises to supply to the Landlord a
         copy certified by the Tenant's solicitors of the document evidencing or
         effecting such disposition and on each occasion to pay to the Landlord
         or its solicitors a reasonable registration fee

4.23     Disclosure of information

         Whenever the Landlord shall reasonably request to supply full
         particulars of all occupations and derivative interests in the Demised
         Premises however remote or inferior

4.24     Landlord's costs

         Within ten (10) Working Days of demand, to pay and indemnify the
         Landlord the Management Company any Superior Landlord and any mortgagee
         against all reasonable costs fees charges disbursements and expenses
         properly incurred by them:-

         (a)  in relation to or in contemplation of the preparation and service
              of a notice under Section 146 of the Law of Property Act 1925 and
              of any proceedings under Section 146 or 147 of that Act (whether
              or not any right of re-entry or forfeiture has been waived by the
              Landlord or a notice served under Section 146 is complied with by
              the Tenant or the Tenant is relieved under the provisions of that
              Act and even though forfeiture may be avoided otherwise than by
              relief granted by the Court)

         (b)  in relation to or in contemplation of the preparation and service
              of all notices and schedules relating to wants of repair whenever
              served (but relating only to such wants of repair that accrued
              during the Term)

         (c)  in connection with the recovery or attempted recovery of arrears
              of rent or other sums due from the Tenant or in procuring the
              remedying of the breach of any covenant by the Tenant

                                      -19-

<PAGE>

         (d)  in relation to any application for consent required or made
              necessary by this Lease (such costs to include reasonable
              management and monitoring fees and expenses) whether or not the
              same is granted (except in cases where the Landlord is obliged not
              to unreasonably withhold its consent and the withholding of its
              consent is unreasonable) or whether the application be withdrawn

4.25     Statutory requirements

         (a)  At the Tenant's own expense in relation to the Demised Premises to
              comply in all respects with every statute now in force or which
              may after the date of this Lease be in force and any other
              obligation imposed by law and all regulations laws or directives
              made or issued by or with the authority of The European Commission
              and/or The Council of Ministers relating to the Demised Premises
              or their use, including the Offices, Shops and Railway Premises
              Act 1963, the Fire Precautions Act 1971, the Defective Premises
              Act 1972, the Health and Safety at Work etc. Act 1974 and the
              Environmental Protection Act 1990

         (b)  To execute all works and provide and maintain all arrangements on
              or in respect of the Demised Premises or their use which are
              required by any statute now in force or which may after the date
              of this Lease be in force or by any government department, local,
              public or other competent authority or court of competent
              jurisdiction acting under or in pursuance of any statute, whether
              any of the same are required to be carried out by the landlord,
              tenant or occupier, and shall indemnify the Landlord against all
              costs, charges, fees and expenses of, or incidental to, the
              execution of any works or the provision or maintenance of any
              arrangements so required

         (c)  Not to do or omit to be done in or near the Demised Premises any
              act or thing by reason of which the Landlord or any other occupier
              may under any statute or non-statutory regulations become liable
              to pay any penalty damages compensation costs charges or expenses

4.26     Planning Acts

         (a)  To comply with the provisions and requirements of the Planning
              Acts in relation to the Demised Premises and to indemnify and keep
              the Landlord indemnified against all actions proceedings demands
              costs expenses and liability in respect of any contravention
              thereof by the Tenant or those deriving title under or through it

         (b)  Not to apply for planning permission or for other consents
              required under the Planning Acts in respect of the Demised
              Premises or for certificates or determinations as to lawful use
              without the prior written consent of the Landlord, such consent
              not to be unreasonably withheld where under the relevant
              provisions of this Lease the consent of the Landlord is not
              required or cannot be unreasonably withheld in respect of the
              matters the subject of the application

         (c)  At the Tenant's own expense to obtain and, if appropriate, renew
              any planning permission and any other consent and serve all
              necessary notices required for the carrying out by the Tenant of
              any operations or the commencement or continuance of any use of
              the Demised Premises

         (d)  To pay and satisfy any charge or levy that may hereafter be
              imposed under the Planning Acts in respect of any Development
              carried out by the Tenant on or at the Demised Premises

                                      -20-

<PAGE>

         (e)  The Tenant shall not implement any planning permission or consent
              required under the Planning Acts before it has been produced to
              and approved in writing by the Landlord such approval not to be
              unreasonably withheld but the Landlord may refuse to approve such
              planning permission or consent on the grounds that any condition
              contained in it, or anything omitted from it, or the period
              referred to in it, would in the reasonable opinion of the
              Landlord, be or be likely to be prejudicial to the Landlord's
              interest in the Demised Premises or the Estate or the Adjoining
              Property, whether during or following the expiration or earlier
              determination of the Term

         (f)  Unless the Landlord shall otherwise direct to carry out and
              complete before the expiration or sooner determination of the
              Term:-

              (i)   any works stipulated to be carried out to the Demised
                    Premises as a condition of any planning permission granted
                    during the Term and implemented by the Tenant or any
                    undertenant and

              (ii)  any Development begun upon the Demised Premises in respect
                    of which the Landlord shall or may be or become liable for
                    any charge or levy under the Planning Acts

         (g)  If and when called upon so to do to produce to the Landlord on
              demand all plans documents and other evidence as the Landlord may
              reasonably require in order to satisfy itself that the provisions
              of this Clause have been complied with in all respects

4.27     Statutory notices

         Within fourteen (14) days after receipt of the same (or sooner if
         requisite having regard to the time limits stated therein) to produce
         to the Landlord a copy and any further particulars required by the
         Landlord of any notice or order or proposal for the same given to the
         Tenant and relevant to the Demised Premises or the occupiers thereof or
         of the Building or of the Estate and without delay to take all
         necessary steps to comply with the notice or order so far as the same
         is the responsibility of the Tenant and at the request of the Landlord
         but at the cost of the Tenant to make or join with the Landlord in
         making such objection or representation against or in respect of any
         such notice order or proposal as the Landlord shall reasonably deem
         expedient

4.28     Defective premises

         Immediately upon becoming aware of the same, to give written notice to
         the Landlord of any defect in the Demised Premises which might give
         rise to an obligation on the Landlord to do or refrain from doing any
         act or thing so as to comply with the duty of care imposed on the
         Landlord pursuant to the Defective Premises Act 1972 and at all times
         to display and maintain all notices which the Landlord may from time to
         time reasonably require to be displayed in relation thereto

4.29     Fire precautions and equipment etc.

         To comply with the requirements and recommendations of the fire
         authority and/or the insurers of the Demised Premises and the
         reasonable requirements of the Landlord in relation to fire precautions
         affecting the Demised Premises

                                      -21-

<PAGE>

4.30     Encroachments and easements

         (a)  Not to stop up or obstruct any of the windows or lights belonging
              to the Demised Premises nor to permit any new window opening
              doorway passage Pipes or other encroachment or easement to be made
              or acquired into upon or over the Demised Premises or any part
              thereof and in case any person shall attempt to make or acquire
              any encroachment or easement to give written notice thereof to the
              Landlord immediately the same shall come to the notice of the
              Tenant and at the request of the Landlord to adopt such means as
              may be reasonably required by the Landlord for preventing any such
              encroachment or the acquisition of any such easement

         (b)  Not to give to any person any acknowledgement that the Tenant
              enjoys the access of light to any of the windows or openings of
              the Demised Premises by the consent of such person nor to pay any
              sum of money or enter into any agreement with any person for the
              purpose of inducing or binding such person to abstain from
              obstructing the access of light to any of the windows or openings
              and in the event of any person doing or threatening to do anything
              which obstructs the access of light to any of the windows or
              openings forthwith to notify the Landlord of the same

4.31     Reletting and sale notices

         Subject to Clause 8.18 to permit the Landlord at all reasonable times
         to enter upon the Demised Premises and affix and retain without
         interference upon any suitable parts of the Building (but not so as
         materially to affect the use and enjoyment thereof or the access of
         light and air to the Demised Premises) during the three (3) months
         preceding the expiration or sooner determination of the Term notices
         for reletting the same and not to remove or obscure the said notices
         and to permit all persons with the written authority of the Landlord to
         view the Demised Premises at all reasonable hours in the daytime upon
         prior appointment having been made

4.32     Indemnity

         To keep the Landlord and the Management Company fully indemnified from
         and against all actions proceedings claims demands losses costs
         expenses damages and liability arising from any breach of the Tenant's
         covenants or other obligations contained in or documents supplemental
         to this Lease Provided That the Landlord and Management Company shall
         take such steps as shall be reasonable to mitigate such loss having
         regard to the nature of the breach

4.33     Value Added Tax

4.33.1   Where by virtue of any of the provisions of this Lease (i) the Tenant
         is required to pay repay or reimburse to the Landlord or the Management
         Company or any person or persons any rents costs charges fees expenses
         or any other sums or amounts whatsoever in respect of the supply of any
         goods and/or services by or to the Landlord or the Management Company
         or any other person or persons or (ii) there is a supply of goods or
         services deemed to be made for Value Added Tax purposes to the Tenant
         by the Landlord or the Management Company whether or not for payment
         then the Tenant shall pay in addition or (as the case may be) to keep
         the Landlord and the Management Company indemnified (on an after-tax
         basis) against:-

                                      -22-

<PAGE>

         (a)  the amount of any Value Added Tax which is or may be chargeable on
              the supply of any goods and/or services as aforesaid to the Tenant
              against provision of a VAT invoice and

         (b)  the amount of any Value Added Tax chargeable in respect of
              supplies or self-supplies made to the Landlord or the Management
              Company the cost of which is included in the calculation of the
              sums which the Tenant is required to pay repay or reimburse to the
              Landlord or the Management Company or in respect of which the
              Tenant is required to indemnify the Landlord or the Management
              Company save and to the extent where in any such case, the
              Landlord or the Management Company (as the case may be) obtain a
              credit for such Value Added Tax as "input tax" under the
              provisions of Sections 25 and 26 of the Value Added Tax Act 1994

         For the avoidance of doubt neither the Landlord nor the Management
         Company shall be under a duty to exercise or not to exercise any option
         or right conferred on the Landlord or the Management Company by the
         legislation relating to Value Added Tax (including any regulations made
         thereunder) so as to reduce or avoid any liability to Value Added Tax
         referred to in (a) or (b) above or so as to entitle or enable the
         Landlord or the Management Company (as the case may be) to so obtain a
         credit for such Value Added Tax as referred to in (b) above

4.33.2   Until (whether a result of a Landlord's election or otherwise) VAT is
         charged on the Rent not at any time during the Term to make an election
         pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994
         or otherwise, the effect of which would be that VAT could be chargeable
         on rents payable by the Tenant to the Landlord in relation to the
         Demised Premises or the Building

4.33.3   If the Landlord has made an election as contemplated in Clause 6.4
         hereof or if the Landlord has notified the Tenant that it is
         contemplating making such an election to notify the Landlord as soon as
         reasonably practicable of the amount of any Value Added Tax payable by
         the Tenant (as referred to in Clause 6.4) that is or will become
         Irrecoverable VAT

4.33.4   To keep the Landlord on written request informed of the extent to which
         any Value Added Tax payable by the Tenant as referred to in Clause 6.4
         is Irrecoverable VAT

4.33.5   Upon any claim by the Tenant under Clause 6.4 to provide the Landlord
         with evidence acceptable to the Landlord (such evidence to comprise a
         certificate to that effect given by the Tenant's auditors) that any
         Value Added Tax payable by the Tenant is Irrecoverable VAT and
         specifying for each "Prescribed Accounting Period" (as that expression
         is used in Section 25(1) of the Value Added Tax Act 1994) of the Tenant
         the amount of the Irrecoverable VAT

4.33.6   If the Tenant is entitled to an indemnity payment under Clause 6.4 the
         Tenant shall be entitled to set such indemnity payment (together with
         interest at Base Rate from the date that the payment was due from the
         Landlord until the date of payment) off against the Value Added Tax
         payable under this Clause 4.33 to which that indemnity payment relates
         and to pay only the net amount

4.33.7   The Tenant shall notify the Landlord as soon as reasonably practicable
         after becoming aware of any matter giving rise to a right of
         indemnification under Clause 6.4 and shall consider in good faith any
         request made by the Landlord that the Tenant contests the
         recoverability as Value Added Tax of the Tenant's Irrecoverable VAT
         giving rise to such right of indemnification by appropriate means
         Provided Always that this Clause 4.33 shall not:-

                                      -23-

<PAGE>

         (a)  impose any obligation on the Tenant to disclose any information
              concerning its Value Added Tax affairs to the Landlord or any
              other person; or

         (b)  require the Tenant is initiate proceedings against H M Customs &
              Excise in relation to any such Tenant's Irrecoverable VAT

4.34     Regulations

         Insofar as the same relate to the Demised Premises or the activities
         acts or omissions of the Tenant or any undertenant or any persons under
         its or their control to comply or procure compliance with the
         Regulations

4.35     Covenants affecting reversion

         To perform and observe the provisions of the deeds and documents
         referred to in the Fifth Schedule hereto so far as the same are still
         subsisting and capable of taking effect and relate to or affect the
         Demised Premises

4.36     Landlord and Tenant (Covenants) Act 1995; Landlord's Release

         Not unreasonably to withhold or delay its consent to an application by
         the Landlord or the Landlord's Guarantor for a release of their
         obligations hereunder pursuant to the Landlord and Tenant (Covenants)
         Act 1995

5.       MANAGEMENT COMPANY'S COVENANTS

         THE Management Company COVENANTS with the Tenant and as a separate
         covenant with the Landlord (subject to and conditional upon the Tenant
         making payments in accordance with Clause 9 and subject as provided in
         Clauses 8.4 and 8.5) to perform and observe or procure to be performed
         and observed such of the Building Services (during Business Hours and
         at other times requested by the Tenant pursuant to Clause 8.9 hereof)
         and the Estate Services as shall be necessary for the reasonable
         beneficial enjoyment and use of the Demised Premises PROVIDED THAT
         neither the Landlord nor the Management Company shall be liable to the
         Tenant in respect of any failure or interruption or delay in the
         provision of any of such services caused by Force Majeure

6.       LANDLORD'S COVENANTS

         THE Landlord COVENANTS with the Tenant:-

6.1      Quiet Enjoyment

         That the Tenant paying the rents reserved by this Lease and performing
         and observing the covenants on the part of the Tenant herein contained
         may peaceably hold and enjoy the Demised Premises during the Term
         without any interruption by the Landlord or any person lawfully
         claiming through under or in trust for it

6.2      Management Company's Obligations

         To procure that the Management Company or the Landlord will perform the
         covenants on the part of the Management Company contained in this Lease

                                      -24-

<PAGE>

6.3      Superior Title

         By way of indemnity only against any claims by any Superior Landlord to
         pay the rents reserved by and (save insofar as the same are the
         responsibility of the Tenant under this Lease) observe and perform the
         conditions and covenants imposed on the lessee in the Superior Lease
         and to use all reasonable efforts to procure that the Superior Landlord
         observes and performs the conditions and covenants imposed on the
         lessor in the Superior Lease

6.4      Value Added Tax

         In the event that the Landlord shall by its voluntary act make before
         or during the Term an election pursuant to paragraph 2 of Schedule 10
         to the Value Added Tax Act 1994 in relation to all or any part of the
         Demised Premises (whether with or without any other property) the
         Landlord shall indemnify the Tenant on written demand (on an after tax
         basis) for any Value Added Tax payable by the Tenant in relation to
         supplies made by the Landlord to the Tenant by reason of this Lease to
         the extent that such Value Added Tax is Irrecoverable VAT except
         always:-

         (a)  such indemnity shall not apply where such election is made
              following any destruction or damage to the Building and the
              Landlord elects or is required to rebuild or reinstate the
              Building; or

         (b)  where such election is made following any change of the law by
              virtue of which there is an increase or change in the amount or
              incidence of Value Added Tax incurred by the Landlord in relation
              to the Building or the Demised Premises unless the only effect of
              the change of law in question is an increase in the rate of Value
              Added Tax in which case the Indemnity given by the Landlord
              pursuant to this Clause 6.4 will after any such change apply as if
              the VAT rate had remained at 17.5% notwithstanding such increase
              in the rate; or

         (c)  where the Tenant is in breach of its covenant in Clause 4.33.2

         and subject always to the Tenant having complied with the covenants on
         its part in Clauses 4.33.3, 4.33.4 and 4.33.5

6.5      Naming of Building

         Not to name or otherwise identify the Building except with the previous
         written consent of the Tenant (such consent not to be unreasonably
         withheld or delayed)

6.6      Use

         Not to use or permit or suffer to be used Floors 1-3 of the Building
         except for the Permitted Use

6.7      Public Open Space

         Not prior to 1 April 2022 to build or permit any building and to
         procure that there shall be no building on the area shown hatched blue
         on Plan 10 save first for incidental or ancillary structures consistent
         with its use as a public open space and secondly for skylights into the
         underground retail areas and to maintain the same as a public open
         space until 1 April 2022

                                      -25-

<PAGE>

6A.      DEFECTS

         The Landlord and the Tenant HEREBY COVENANT with one another in the
         terms set out in the Tenth Schedule

7.       INSURANCE

7.1      Landlord to insure

         The Landlord shall insure and keep insured with some insurance company
         of repute or with Lloyd's Underwriters through such agency (if any) as
         the Landlord may from time to time determine (whether or not a Group
         Company of the Landlord) (subject to such exclusions excesses and
         limitations as may be reasonable or as may from time to time be imposed
         by the insurers):-

         (a)  (i)  the Building (including without limitation the Tenant's
                   Category "A" Works) and

              (ii) any installations fittings and equipment resulting from the
                   carrying out of the Tenant's Category "B" Works or from any
                   other works (not being works to the structure of the Building
                   or the Tenant's Category "A" Works) at any time carried out
                   by the Tenant or any undertenant in accordance with the terms
                   hereof (in all such cases as notified in writing to the
                   Landlord) (all such installations fittings and equipment
                   being hereinafter referred to as "Tenant's Insured Fittings")

              in both such cases against loss or damage by the Insured Risks in
              such sum as shall be the full reinstatement cost thereof including
              Value Added Tax architects' surveyors' and other professional fees
              and expenses incidental thereto the cost of shoring up demolition
              and site clearance and similar expenses

         (b)  loss of the Rent and the rents reserved under Clauses 3(c) and
              3(e) payable under this Lease (making due allowance for increases
              provided for in the Third Schedule) for seven (7) years or such
              longer period as the Landlord may from time to time reasonably
              deem to be necessary having regard to the likely period required
              for obtaining planning permission and reinstating the Building and
              the Tenant resuming occupation or as the Tenant may in writing
              request if greater

         (c)  any engineering and electrical plant and machinery being part of
              the Building against sudden and unforeseen damage breakdown and
              inspection to the extent that the same is not covered by paragraph
              (a) of this Clause

         (d)  property owner's liability and such other insurances as the
              Landlord may from time to time reasonably deem necessary to effect

7.2      Commissions and restriction on Tenant insuring

         (a)  The Landlord shall be entitled to retain and utilise as it sees
              fit any reasonable and proper commission attributable to the
              placing of such insurances and the payment of any insurance sums
              and the Landlord shall use reasonable endeavours to obtain in any
              property insurance policy effected pursuant to the Landlord's
              insurance obligations set out in Clause 7.1(a)-(d) (inclusive) and
              at the sole cost and expense of the Tenant a waiver of subrogation
              against the Tenant

                                      -26-

<PAGE>

         (b)  The Tenant shall not take out any insurances in respect of the
              Demised Premises or in respect of any other matters which the
              Landlord is required to insure under Clause 7.1

7.3      Landlord's fixtures and Tenant's Insured Fittings

         The Tenant shall notify the Landlord in writing of the full
         reinstatement cost of any fixtures and fittings installed at any time
         and which are or may become landlord's fixtures and fittings and of all
         Tenant's Insured Fittings for the purpose of enabling the Landlord to
         effect adequate insurance cover for the same

7.4      Landlord to produce evidence of insurance

         At the request of the Tenant the Landlord shall produce to the Tenant
         reasonable evidence of the terms of the insurance policy and the fact
         that the policy is subsisting and in effect and the Landlord shall
         notify the Tenant of any significant change of cover

7.5      Cesser of rent

         In case the Estate Common Parts the Building or in either case any part
         thereof shall be destroyed or damaged by any of the Insured Risks so as
         to render the Demised Premises unfit for use and occupation or
         inaccessible for the Permitted Use and to the extent that the insurance
         shall not have been vitiated or payment of the policy moneys refused in
         whole or in part as a result of some act or default of the Tenant any
         undertenant or occupier of any part of the Demised Premises (or those
         spaces designated for the use by the Tenant within the car parking area
         comprised within the Building) or any of their respective agents,
         licensees, visitors or contractors or any person under the control of
         any of them then the Rent and the rents reserved under Clauses 3(c) and
         3(e) or a fair proportion thereof according to the nature and extent of
         the damage sustained shall be suspended until the Demised Premises or
         the part destroyed or damaged shall be again rendered fit for use and
         occupation and/or accessible or until the expiration of seven (7) years
         (or such other longer period as shall be insured by the Landlord) from
         the date of the destruction or damage (whichever is the earlier) and
         any dispute regarding the cesser of rent shall be referred to a single
         arbitrator to be appointed, in default of agreement, upon the
         application of either party, by or on behalf of the President for the
         time being of The Royal Institution of Chartered Surveyors in
         accordance with the provisions of the Arbitration Act 1996 Provided
         That under no circumstances shall the amount of the rents which cease
         to be payable hereunder exceed the amount received by the Landlord in
         respect of the loss of rent insurance

7.6      Destruction of the Building

         If the Building or any part thereof or any necessary access thereto is
         destroyed or damaged by any of the Insured Risks then:-

         (a)  unless payment of the insurance moneys shall be refused in whole
              or in part by reason of any act or default of the Tenant any
              undertenant or occupier of any part of the Demised Premises or any
              of their respective agents, licensees, visitors or contractors or
              any person under the control of any of them and

         (b)  subject to the Landlord being able to obtain any necessary
              planning permission and all other necessary licences, approval and
              consents (which the Landlord shall use its

                                      -27-

<PAGE>

              reasonable endeavours to obtain but shall not be obliged to
              institute any appeals in any case where leading counsel advises
              the Landlord that there is a less than 50% chance of success) and

         (c)  subject to the necessary labour and materials being and remaining
              available

         the Landlord shall (subject to Clause 7.7) FIRST rebuild and reinstate
         the premises so destroyed or damaged (excluding Tenant's Insured
         Fittings) substantially as the same were prior to any such destruction
         or damage (but not so as necessarily to provide accommodation identical
         in layout) AND SECONDLY (if any Tenant's Insured Fittings shall have
         been destroyed or damaged) pay to the Tenant the net proceeds (subject
         to the deduction of any excess by the insurers) of such insurance
         applicable to the Tenant's Insured Fittings (as defined in Clause
         7.1(a)(ii) up to the value of the Tenant's Insured Fittings destroyed
         or damaged (such value in default of agreement to be settled by
         arbitration in the manner provided for in Clause 7.5)

7.7      Option to determine

         If:-

         (i)  during the last seven (7) years of the Term the Building or a
              substantial proportion thereof shall be so destroyed or damaged by
              any of the Insured Risks as to render the entirety of the Demised
              Premises unfit for or incapable of use and occupation or
              inaccessible then the Landlord or the Tenant may determine this
              Lease by giving to the other and the Management Company not less
              than six (6) months' written notice to be given at any time within
              twelve (12) months after such destruction or damage; or

         (ii) if the Building or a substantial proportion thereof shall be so
              destroyed or damaged by any of the Insured Risks as to render the
              entirety of the Demised Premises unfit for or incapable of use and
              occupation or inaccessible and the Landlord shall fail to rebuild
              and reinstate the premises so destroyed or damaged substantially
              as the same were prior to any such destruction or damage (but not
              so as necessarily to provide accommodation identical in layout)
              within seven (7) years of such destruction or damage either party
              may determine this Lease by giving to the other and the Management
              Company not less than three (3) months' prior written notice to be
              given at any time after the seventh anniversary of such damage or
              destruction but prior to completion of the such rebuilding or
              reinstatement

         and such determination shall be without prejudice to any claim by
         either party against the other in respect of any antecedent breach of
         covenant Provided That if this Lease shall be determined then the
         Landlord shall not be required to rebuild or reinstate the premises so
         destroyed or damaged and the net proceeds of such insurance shall be
         applied by the Landlord as follows:-

         (b)  the moneys representing loss of rents shall belong to the Landlord
              absolutely

         (c)  the Landlord shall be first entitled absolutely to moneys
              representing the full reinstatement cost of the Building
              (excluding Tenant's Insured Fittings and Other Insured Fittings)
              with Value Added Tax architects' surveyors' and other professional
              fees and expenses incidental thereto and the cost of shoring up
              demolition and site clearance and similar expenses (all as
              estimated at the date of the Landlord's notice) having regard to
              the likely period required for obtaining planning permission and
              all other necessary consents and for reinstating the Demised
              Premises such estimated

                                      -28-

<PAGE>

              amount to be agreed between the Landlord and the Tenant and in
              default of agreement to be settled by arbitration in the manner
              provided for in Clause 7.5

         (d)  any moneys then remaining up to the value of any Tenant's Insured
              Fittings destroyed or damaged (such value in default of agreement
              to be settled by arbitration in the manner provided for in Clause
              7.5) shall belong to the Tenant absolutely and so that if other
              insured fittings are damaged or destroyed and have been included
              in the Landlord's insurance policy the moneys remaining after the
              expenditure required for the rebuilding and reinstatement of the
              Building (excluding Tenant's Insured Fittings and other insured
              fittings) shall be apportioned between the Demised Premises and
              other Lettable Areas in the Building in proportion to the
              respective declared values of the insured fittings therein at the
              date of such damage or destruction

         (e)  any further moneys then remaining shall belong to the Landlord
              absolutely

7.8      Payment of insurance moneys refused

         If the payment of any insurance moneys is refused as a result of some
         act or default of the Tenant any undertenant or occupier of any part of
         the Demised Premises or any of their respective agents, licensees,
         visitors or contractors or any person under the control of any of them
         the Tenant shall pay to the Landlord on demand the amount so refused
         except to the extent that it relates to Tenant's Insured Fittings

7.9      Insurance becoming void

         Subject to the Tenant receiving a copy of the policy or relevant
         extracts thereof the Tenant shall not do or omit to do anything that
         could cause any policy of insurance in respect of or covering the
         Demised Premises or the Building or any Adjoining Property to become
         void or voidable wholly or in part nor (unless the Tenant has
         previously notified the Landlord and agreed to pay the increased
         premium) anything whereby any increased or loaded premium may become
         payable and the Tenant shall on demand pay to the Landlord all
         increased expenses incurred by the Landlord in renewing any such policy

7.10     Requirements of insurers

         The Tenant shall at all times comply with all the requirements of the
         Landlord's insurers so far as such requirements are notified in writing
         to the Tenant and relate to the Demised Premises or the conduct of
         persons using the Building or the Estate

7.11     Notice by Tenant

         The Tenant shall give notice to the Landlord forthwith upon the
         happening of any event or thing which might affect or give rise to a
         claim under any insurance policy relating to the Demised Premises or
         the Building or any Adjoining Property

7.12     Benefit of other insurances

         If the Tenant shall become entitled to the benefit of any insurance on
         the Demised Premises which is not effected or maintained in pursuance
         of the obligations herein contained then the Tenant shall apply all
         moneys received from such insurance (insofar as the same shall extend)
         in making good the loss or damage in respect of which the same shall
         have been received

                                      -29-

<PAGE>

7.13     Uninsured Risks

         In the event of the Estate Common Parts the Building or in either case
         any part thereof being destroyed or damaged by an uninsured risk so as
         to render the Demised Premises or the car parking area unfit for use
         and occupation or inaccessible either party may terminate this Lease by
         not less than one (1) month's written notice to the other and the
         Management Company to be given at any time after four (4) years of such
         damage or destruction but prior to completion of the rebuilding or
         reinstatement of such damage or destruction and such determination
         shall be without prejudice to any claim by either party against the
         other in respect of any antecedent breach of covenant

7.14     Suspension of Rent Free Period

         If any damage or destruction referred to in the foregoing subclauses of
         this Clause 7 shall occur at any time after the date of grant of this
         Lease and prior to the Rent Commencement Date then the Rent
         Commencement Date shall be extended by one day for every day during
         which the Demised Premises or the spaces designated for use by the
         Tenant within the car parking area are unfit for occupation and use

8.       PROVISOS

         PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-

8.1      Forfeiture

         Without prejudice to any other right remedy or power herein contained
         or otherwise available to the Landlord or the Management Company:-

         (a)  if any of the rents reserved by this Lease or any part of them
              shall be unpaid for fourteen (14) days after becoming payable
              (whether formally demanded or not) or

         (b)  if any of the covenants by the Tenant contained in this Lease
              shall not be performed and observed or

         (c)  if the Tenant for the time being, and/or the Surety (if any)
              (being a body corporate):-

              (i)   calls, or a nominee on its behalf calls, a meeting of any of
                    its creditors; or makes an application to the Court under
                    Section 425 of the Companies Act 1985; or submits to any of
                    its creditors a proposal under Part I of the Insolvency Act
                    1986; or enters into any arrangement, scheme, compromise,
                    moratorium or composition with any of its creditors (whether
                    under Part I of the Insolvency Act 1986 or otherwise); or

              (ii)  has an administrative receiver or a receiver or a receiver
                    and manager appointed in respect of the Tenant's or the
                    Surety's property or assets or any part; or

              (iii) resolves or the directors or shareholders resolve to present
                    a petition for an administration order in respect of the
                    Tenant or the Surety (as the case may be); or an
                    administrator is appointed; or

                                      -30-

<PAGE>

              (iv)  has a winding-up petition or petition for an administration
                    order presented against it; or passes a winding-up
                    resolution (other than a voluntary winding-up whilst solvent
                    for the purposes of an amalgamation or reconstruction which
                    has the prior written approval of the Landlord); or calls a
                    meeting of its creditors for the purposes of considering a
                    resolution that it be wound-up voluntarily; or resolves to
                    present its own winding-up petition; or is wound-up (whether
                    in England or elsewhere); or has a liquidator or provisional
                    liquidator appointed; or

              (v)   shall cease for any reason to maintain its corporate
                    existence; or is struck off the register of companies; or
                    otherwise ceases to exist; or

         (d)  if the Tenant for the time being and/or the Surety (if any) (being
              an individual or if more than one individual, then any one of
              them) makes an application to the Court for an interim order under
              Part VIII of the Insolvency Act 1986 or convenes a meeting of or
              enters into any arrangement scheme compromise moratorium or
              composition with any of his creditors or any of them (whether
              pursuant to Part VIII of the Insolvency Act 1986 or otherwise) or
              has a bankruptcy petition presented against him or is adjudged
              bankrupt or has a receiver appointed in respect of the Tenant's or
              the Surety's property or assets or any part; or

         (e)  if analogous proceedings or events to those referred to in this
              Clause shall be instituted or occur in relation to the Tenant, for
              the time being, and/or the Surety (if any) elsewhere than in the
              United Kingdom; or

         (f)  if the Tenant for the time being, and/or the Surety (if any)
              suffers any distress or execution to be levied on the Demised
              Premises which is not discharged in full within twenty one (21)
              days after the levy has been made; or becomes unable to pay its
              debts as and when they fall due

         THEN and in any such case the Landlord may at any time thereafter
         re-enter the Demised Premises or any part thereof in the name of the
         whole and thereupon the Term shall absolutely cease and determine but
         without prejudice to any rights or remedies which may then have accrued
         to the Landlord or the Management Company against the Tenant in respect
         of any antecedent breach of any of the covenants contained in this
         Lease

8.2      No implied easements

         Nothing herein contained shall impliedly confer upon or grant to the
         Tenant any easement right or privilege other than those expressly
         granted by this Lease

8.3      Exclusion of warranty as to user

         Nothing contained in this Lease or in any agreement leading to its
         grant or in any consent granted by the Landlord under this Lease shall
         imply or warrant that the Demised Premises may be used under the
         Planning Acts for the use herein authorised or any use subsequently
         authorised

8.4      Landlord's and Management Company's obligations

         Neither the Landlord nor the Management Company shall be liable to the
         Tenant in respect of any failure of the Landlord or the Management
         Company to perform any of their respective obligations under this Lease
         (except the obligation to insure pursuant to Clause

                                      -31-

<PAGE>

         7.1) unless the Landlord or the Management Company (as the case may be
         acting as reasonably competent building managers) knows or ought
         reasonably to be aware of such failure and has failed within a
         reasonable time to remedy the same and then in such case the Landlord
         and/or the Management Company (as the case may be) shall be liable to
         compensate the Tenant only for loss or damage sustained by the Tenant
         after such reasonable time has elapsed

8.5      Exclusion of Landlord's and Management Company's liability

         Neither the Landlord nor the Management Company shall be liable to the
         Tenant nor shall the Tenant have any claim against the Landlord or the
         Management Company in respect of:-

         (a)  any failure or interruption or delay in the provision of Estate
              Services or Building Services caused in any case by Force Majeure
              but the Management Company shall use its reasonable endeavours to
              cause the service in question to be reinstated with the minimum of
              delay

         (b)  any loss or damage or interference or annoyance suffered by the
              Tenant during the period reasonably necessary for the carrying out
              by the Landlord or the Management Company of works which may
              reasonably appear to the Landlord or the Management Company to be
              necessary or desirable but the Management Company shall use its
              reasonable endeavours to cause the service in question to be
              reinstated with the minimum of delay

         (c)  any loss or inconvenience occasioned by the closing or breakdown
              of any mechanical equipment or by the failure of power supply to
              any mechanical equipment or whilst any repairs are carried out
              thereto but the Management Company shall use its reasonable
              endeavours to cause the service in question to be reinstated with
              the minimum of delay

         (d)  any loss of or damage to or theft from any car using the Car Park
              or any loss or damage or injury suffered by any driver of or
              passenger in such car

8.6      Right for Landlord to perform or to nominate another company to perform
         Management Company's obligations

         At any time and from time to time during the Term the Landlord may on
         giving written notice to the Tenant and the Management Company nominate
         another company to undertake or exercise or itself undertake or
         exercise any of the obligations rights and discretions of the
         Management Company herein contained in which event any references
         herein to the Management Company shall be construed as references to
         the Landlord or such nominated company and in particular (but without
         limitation) any payment due from the Tenant to the Management Company
         in respect of the relevant obligations shall be made to the Landlord or
         such nominated company

8.7      Development of Adjoining Property

         (a)  The Tenant shall make no objection or representation nor institute
              any proceedings whether by way of injunction or for damages or
              otherwise and shall not permit or suffer any undertenant or other
              occupier of or any person with any interest in any part of the
              Demised Premises to do any such things by reason or in consequence
              of any noise disturbance annoyance or inconvenience occasioned by
              any works by or on

                                      -32-

<PAGE>

              behalf of the Landlord or the Management Company or any member of
              the Landlord's Group or tenant on any Adjoining Property

         (b)  The Tenant agrees with the Landlord and the Management Company
              that notwithstanding any other provision of this Lease the Tenant
              will have no claim against the Landlord or the Management Company
              in connection with or arising from any works carried out on
              beneath or in the vicinity of the Estate for the purpose of or in
              connection with maintenance of the London Underground or Docklands
              Light Railway system(s)

         (c)  Not to use or carry out any works on any part of the Demised
              Premises or on any part of the Estate in the immediate vicinity of
              the Docklands Light Railway for any purpose which would materially
              adversely affect the construction or operation of the Docklands
              Light Railway or the use thereof as a railway station

         (d)  Not without the prior written consent of the Landlord and the
              operator of the Docklands Light Railway (such consent not to be
              unreasonably withheld) to install or use or permit to be installed
              or used on the Demised Premises or on any part of the Estate in
              the immediate vicinity of the tracks upon which the Docklands
              Light Railway operates any electrical or electronic apparatus or
              equipment of an unusual nature which would cause interference with
              electrical or electronic apparatus or equipment used in connection
              with the operation of the Docklands Light Railway

8.8      Use of premises outside Business Hours

         If the Tenant shall desire to use and occupy the Demised Premises
         outside the Business Hours then subject as hereinafter provided the
         Tenant shall be entitled to use and occupy the Demised Premises and
         have access thereto and enjoy the rights hereby granted outside
         Business Hours on the following terms and conditions (which the Tenant
         hereby covenants with the Landlord and as a separate covenant with the
         Management Company to observe and comply with):-

         (a)  the Tenant shall comply with all reasonable requirements of the
              Landlord or the Management Company as to use and occupation and
              access

         (b)  the Tenant shall pay to the Management Company on demand the whole
              (or where the services are shared with other tenants a fair
              proportion as determined by the Management Company) of the costs
              and expenses attributable to such use or the provision of any
              staff services and security to the extent that such are provided
              at a level or to a degree which would not have been provided but
              for such use outside Business Hours

         (c)  the Management Company shall not be obliged to provide any
              services to the Demised Premises or to the Building if the
              Management Company shall acting reasonably in the interests of
              good estate management consider it impractical to do so

8.9      Notices

         (a)  Any demand or notice required to be made given to or served on the
              Tenant or the Surety under this Lease shall be in writing and
              shall be validly made given or served if addressed to the Tenant
              or the Surety respectively (and if there shall be more than one of
              them then any one of them) and delivered personally or sent by
              pre-paid

                                      -33-

<PAGE>

              registered mail addressed (in the case of a company) to its last
              known address and (in the case of a notice to the Tenant) the
              Demised Premises

         (b)  Any notice required to be served on the Landlord or the Management
              Company shall be in writing and shall be validly given or served
              if addressed to the Landlord or the Management Company
              respectively and delivered personally or sent by pre-paid
              registered mail to its registered office

8.10     Invalidity of certain provisions

         If any term of this Lease or the application thereof to any person or
         circumstances shall to any extent be invalid or unenforceable the same
         shall be severable and the remainder of this Lease or the application
         of such term to persons or circumstances other than those as to which
         it is held invalid or unenforceable shall not be affected thereby and
         each term and provision of this Lease shall be valid and be enforced to
         the fullest extent permitted by law

8.11     Plans drawings etc

         The Landlord and the Management Company shall have an irrevocable and
         assignable licence free from any copyright claim as from the expiry or
         sooner determination of this Lease to use and reproduce all plans
         drawings specifications models and other information required to be
         furnished by the Tenant to the Landlord under this Lease but so that
         the Landlord and the Management Company shall use the same only in
         connection with the use ownership operation maintenance and alteration
         of the Demised Premises and the Tenant shall deliver all such documents
         to the Landlord promptly upon the expiry or sooner determination of
         this Lease

8.12     Confidentiality provision

         (a)  None of the parties to this Lease shall without the prior written
              consent of all the other parties to this Lease disclose or publish
              to any third party ("Disclosure") or wilfully or negligently
              permit or cause Disclosure of any financial or other details
              whatsoever naming the parties hereto or otherwise relating to the
              transaction hereby effected except:-

              (i)   any details which must be the subject of Disclosure in order
                    to comply with any Stock Exchange or any statutory
                    requirements or the lawful requirements of any regulatory
                    governmental or official body

              (ii)  to group companies or professional advisers of each of the
                    parties who need to know such details and who have first
                    agreed to be bound by the provisions of this Clause 8.12)

              (iii) to the extent necessary to comply with any legal obligation
                    or legal requirement

              (iv)  to the extent necessary to comply with or give effect to the
                    terms of this Lease

              (v)   to the Inland Revenue or any other governmental, public or
                    official body for taxation, rating or registration purposes

              (vi)  to the extent they are already in the public domain,
                    otherwise than as a result of a breach of this Clause 8.12

                                      -34-

<PAGE>

         (b)  This Clause 8.12 shall remain in effect until the expiry of a
              period of 2 years from the date hereof

         (c)  This Clause 8.12 shall not apply to Disclosure by or on behalf of
              any party to this Lease to any third parties and/or their
              professional advisers in pursuance of rent review arbitrations or
              determinations or negotiations or legal proceedings adjudications
              or other bona fide negotiations (including financing) or dealings
              with and/or relating to the Estate or any part of it including for
              the avoidance of doubt disclosures by the Landlord to the
              mortgagee or prospective mortgagee of the Estate or any part of it

8.13     Waiver etc. of regulations

         (a)  The Landlord reserves the right to rescind alter or waive any of
              the Regulations at any time where in its reasonable judgment it
              deems necessary desirable or proper and no alteration or waiver in
              favour of one tenant of the Estate shall operate as an alteration
              or waiver in favour of any other tenant of the Estate

         (b)  Neither the Landlord nor the Management Company shall be
              responsible to the Tenant for the non-observance by any tenant of
              the Estate or any other person of any of the Regulations

8.14     Third Party Rights

         Except as may be permitted under the law of England the parties to this
         Lease do not intend that any of its terms shall be enforceable by any
         third party and hereby negate any such effect

8.15     Applicable Law and Jurisdiction

         This Lease shall be governed by and construed in all respects in
         accordance with the Laws of England and proceedings in connection
         therewith shall be subject (and the parties hereby submit) to the
         non-exclusive jurisdiction of the English Courts and for the purposes
         of Rule 6.15 of Civil Procedure Rule 1998 and any other relevant Rules
         thereof the Tenant hereby irrevocably agrees that any process may be
         served upon it by leaving a copy addressed to it at its address as
         stated above or at such other address for service within England and
         Wales as may be notified in writing from time to time to the Landlord
         and the Management Company

8.16     Representations

         The Tenant acknowledges that this Lease has not been entered into in
         reliance wholly or partly on any statement or representation made by or
         on behalf of the Landlord except any such statement or representation
         that is expressly set out in this Lease or in written reply to
         enquiries raised by the Tenant's Solicitors of the Landlord's
         Solicitors

8.17     Provisions as to Entry

         Where in this Lease except in case of emergency any provision for entry
         is made subject to this clause:-

                                      -35-

<PAGE>

         (a)  No such rights shall be exercised without prior notice to the
              Tenant and no such rights shall be exercised except in compliance
              with the Tenant's reasonable security requirements

         (b)  No such rights shall be exercised if the Landlord can reasonably
              achieve at no additional cost a like object by another means

         (c)  As little disruption as reasonably practicable shall be caused to
              the Tenant's business

         (d)  Such rights shall be exercised only for the minimum time
              reasonably necessary and with the Landlord making good all damage
              caused to the Tenant's reasonably satisfaction

9.       SERVICE CHARGE

9.1      FOR the purpose of this Lease the following expressions shall have the
         following meanings:-

         (a)  "Additional Building" means any building on the Estate (except for
              those buildings built upon parcels B-1 B-2 B-3 B-4 (including the
              extension known as B-4A) B-5 DS-6 DS-7 RT-1 RT-2 FC-1 FC-2 FC-3
              FC-4 FC-5 FC-6 and 5 Chancellor Passage) and used or intended to
              be used for Office Use Retail Use or Hotel Use where in respect of
              that building either:-

              (i)   at least two (2) years shall have elapsed since the issue of
                    a practical completion certificate for that entire building
                    under the building contract relating thereto; or

              (ii)  at least 50% of the Net Internal Area of the Lettable Areas
                    therein has become occupied

         (b)  "Building Computing Date" means the first day of July in each year
              and the anniversary of that date in each succeeding year or such
              other date as the Management Company may from time to time
              nominate

         (c)  "Building Expenditure" means the aggregate of:-

              (i)   all costs fees expenses and outgoings whatsoever (whether or
                    not of a recurring nature) incurred in respect of or
                    incidental to the provision of all or any of:-

                    (1)  the Building Services and

                    (2)  the costs and expenses set out in Part B of the Seventh
                         Schedule

                    (whether or not the Landlord or the Management Company is
                    obliged by this Lease to incur the same) and (when any
                    expenditure is incurred in relation to the Building and
                    other premises) the proportion of such expenditure which is
                    reasonably attributable to the Building as determined from
                    time to time by the Building Surveyor

              (ii)  such sums as the Management Company shall consider desirable
                    to set aside from time to time (which setting aside shall be
                    deemed to be an item of expenditure actually incurred) for
                    the purpose of providing for periodically

                                      -36-

<PAGE>

                    recurring items of expenditure, whether or not of a capital
                    nature and whether recurring at regular or irregular
                    intervals and for anticipated expenditure in respect of any
                    of the Building Services to be provided or other items
                    within Part B of the Seventh Schedule (the "Building Reserve
                    Fund")

              (iii) the cost of replacement of any item where such replacement
                    is reasonably necessary whether or not the replacement item
                    is of a superior quality design or utility to the item being
                    replaced

              (iv)  interest payments credited to the Tenant under Clause 9.5(b)
                    and credited or paid to any tenants of premises within the
                    Building under the provisions of clauses similar to the said
                    Clause

              (v)   any Value Added Tax or other tax payable on or in connection
                    with any such items in paragraphs (i) (ii) (iii) and (iv)
                    above (so far as not recoverable by the Management Company
                    as an input credit)

              but shall exclude:-

              (aa)  any capital expenditure incurred in the initial construction
                    of the Building or for the purpose of the initial
                    establishment of the services described in the Seventh
                    Schedule

              (bb)  any expenditure referable to operating charges and expenses
                    and maintenance of any Car Park

              (cc)  any expenditure arising out of damage or destruction caused
                    by any of the Insured Risks (subject to any applicable
                    excess and subject to the insurance not being refused in
                    whole or in part by any act or default of the Tenant any
                    undertenant or occupier of any part of the Demised Premises
                    or any of their respective agents licensees visitors or
                    constructors or any person under the control of any of them)

              and there shall be deducted from the foregoing for the purposes of
              calculating the Building Expenditure the following:-

              (aaa) any contributions in respect of Building Services or the
                    costs set out in Part B of the Seventh Schedule recoverable
                    in the relevant Building Financial Year under leases or
                    agreements for leases relating to premises which for that
                    Building Financial Year are not included within the
                    definition of Y for the purposes of Clause 9.1(e)(i)

              (bbb) any revenue received from a third party (other than a tenant
                    in its capacity as such) derived from the rendering of
                    Building Services or any activity the cost of which is
                    included in Part B of the Seventh Schedule and

              (ccc) any contribution in respect of the rendering of any of the
                    Building Services or any activity the cost of which is
                    included in Part B of the Seventh Schedule recoverable in
                    the Relevant Financial Year where any such Building Services
                    or other activity was provided at the request of or for the
                    benefit of any tenants or occupiers of the Building and
                    which would not have been provided but for such request

                                      -37-

<PAGE>

         (ddd)  interest payments received from the Tenant under Clause 9.5(a)
                and from other tenants within the Building under the provisions
                of clauses similar to the said Clause in relation to Building
                Expenditure

         (eee)  any contributions in respect of Building Services or the costs
                set out in Part B of the Seventh Schedule recoverable or which
                would ordinarily be expected (assuming a full service charge
                recovery) to be recoverable in the relevant Building Financial
                Year under leases or agreements for leases in favour of
                retailers relating to premises which for that Building Financial
                Year are not included within the definition of Y for the
                purposes of Clause 9.1(e)(i)

     (d) "Building Financial Year" means the period from a Building Computing
         Date to but not including the next succeeding Building Computing Date

     (e) "Building Service Charge Percentage" means the percentage calculated as
         follows:-

         (i)       A percentage of those items of Building Expenditure
                   attributable to the Building Services referred to in Part I
                   of Part A of the Seventh Schedule and to the costs and
                   expenses set out in Part I of Part B of the Seventh Schedule
                   calculated in accordance with the following formula:-

                   X
                   -  x      100
                   Y

                   where:

                   X   =     the Net Internal Area of the Demised Premises and

                   Y   =     the aggregate Net Internal Areas of Lettable Areas
                             within the Building used or intended to be used for
                             office purposes or uses ancillary thereto

         (ii)      The proportion of each item of the Part II Expenditure
                   attributable to the Tenant and as properly and fairly
                   determined by the Management Company but expressed as a
                   percentage of the Part II Expenditure

     (f) "Building Surveyor" means a chartered surveyor or firm of chartered
         surveyors appointed or employed by the Management Company to perform
         the functions of the Building Surveyor hereunder

     (g) "Estate Computing Date" means the first day of July in each year and
         the anniversary of that date in each succeeding year or such other date
         as the Management Company may from time to time nominate

     (h) "Estate Expenditure" shall have the same meaning as "Building
         Expenditure" save for the following alterations:-

         (i)    in paragraph (i) where the words "Building and other premises"
                appear the words "Estate and other premises" shall be
                substituted therefor

         (ii)   in paragraph (aa) where the word "Building" appears the words
                "any building or any erection within the Estate" shall be
                substituted therefor

                                      -38-

<PAGE>

         (iii)  where the word "Building" appears elsewhere in the latter
                definition the word "Estate" shall be substituted therefor

         (iv)   where reference is made to the Seventh Schedule reference shall
                be deemed to be made to the Sixth Schedule

         (v)    there shall be incorporated as an additional sub-clause in
                Clause 9.1(c)

                "(eee) any contributions in respect of Estate Services or the
                       costs set out in Part B of the Sixth Schedule recoverable
                       in the relevant Estate Financial Year from the tenants,
                       occupiers or owners of premises within an Additional
                       Building where the Landlord has excluded such Additional
                       Building from the calculation of the Estate Service
                       Charge Percentage pursuant to sub-clause 9.1(j)"

     (i) "Estate Financial Year" means the period from an Estate Computing Date
         to but not including the next succeeding Estate Computing Date

     (j) "Estate Service Charge Percentage" means the percentage calculated as
         follows:-

         X
         -      x   100
         Y

         where:-

         X      =   the Net Internal Area of the Demised Premises and

         Y      =   the aggregate Net Internal Areas of the Lettable Areas of
                    the buildings built or intended to be built and used or
                    intended to be used for Retail Use Hotel Use or Office Use
                    (as hereinafter defined) on those parts of the Estate known
                    as parcels B-1 B-2 B-3 B-4 (including the extension known as
                    B-4A) B-5 DS-6 DS-7 HQ-4 RT-1 RT-2 FC-1 FC-2 FC-3 FC-4 FC-5
                    FC-6 and 5 Chancellor Passage

         PROVIDED THAT as from each Estate Computing Date during the Term Y
         shall (in addition to the buildings referred to in the above
         definition) include the Net Internal Area of the Lettable Areas within
         an Additional Building where in respect of that building at that Estate
         Computing Date either:-

         (i)      at least two (2) years shall have elapsed since the issue of a
                  practical completion certificate for that entire building
                  under the building contract relating thereto or

         (ii)     at least 50% of the Net Internal Area of the Lettable Areas
                  therein has become occupied

         PROVIDED FURTHER THAT the Landlord may exclude an Additional Building
         from Y subject to the Landlord deducting contributions recoverable from
         the tenants occupiers and owners of the Additional Building in respect
         of Estate Services from Estate Expenditure pursuant to sub-clause
         9.1(l)(v)

                                      -39-

<PAGE>

     (k) "Estate Surveyor" has the like meaning as "Building Surveyor" save that
         the word "Building" in the latter definition shall be deleted and the
         word "Estate" substituted therefor

     (l) "Estimated Building Expenditure" means for any Building Financial Year
         such sum as the Management Company shall notify in writing to the
         Tenant as a reasonable estimate of the Building Expenditure referred to
         in Part I of Parts A and B of the Seventh Schedule and (b) the
         Estimated Part II Expenditure in both cases for such Building Financial
         Year after deducting any anticipated Building Appropriation (as defined
         in Clause 9.3(a)) provided that the Management Company may from time to
         time during any such Building Financial Year notify the Tenant in
         writing of a revised figure for the Estimated Building Expenditure

     (m) "Estimated Estate Expenditure" shall have the like meaning as
         "Estimated Building Expenditure" save that

         (i)  the word "Building" where it appears in the latter definition
              shall be deleted and the word "Estate" substituted therefor; and

         (ii) references to the "Sixth Schedule" where they appear in the latter
              definition shall be deleted and references to the "Seventh
              Schedule" substituted therefor

     (n) "Estimated Part II Expenditure" means the estimated Building
         Expenditure attributable to the Building Services referred to in Part
         II of Part A of the Seventh Schedule and to the costs and expenses set
         out in Part II of Part B of the Seventh Schedule

     (o) "Hotel Use" means use as a hotel including uses within hotels of
         banqueting rooms conference facilities and areas used for Retail Use
         within hotels

     (p) "Office Use" means use as an office and includes banking halls and
         trading floors

     (q) "Part II Expenditure" means the Building Expenditure attributable to
         the Building Services referred to in Part II of Part A of the Seventh
         Schedule and to the costs and expenses set out in Part II of Part B of
         the Seventh Schedule

     (r) "Relevant Advance Payment" shall mean (as the case may require) the
         aggregate of all Estate Payments on Account made in any Estate
         Financial Year or the aggregate of all Building Payments on Account
         made in any Building Financial Year

     (s) "Relevant Estimated Expenditure" means all or any of the Estimated
         Estate Expenditure and the Estimated Building Expenditure as the case
         may require

     (t) "Relevant Expenditure" means the Estate Expenditure or the Building
         Expenditure as the case may require

     (u) "Relevant Financial Year" means the Estate Financial Year or the
         Building Financial Year as the case may require

     (v) "Relevant Service Charge Percentage" means:

                                      -40-

<PAGE>

         (1)   in the case of the Building Expenditure (and the Estimated
               Building Expenditure) each or either of the Building Service
               Charge Percentages as the context shall allow and

         (2)   in the case of the Estate Expenditure (and the Estimated Estate
               Expenditure) the Estate Service Charge Percentage

     (w) "Relevant Surveyor" means the Estate Surveyor or the Building Surveyor
         as the case may require

     (x) "Retail Use" means use for:-

         (1)   all types of retailing including hairdressers snackbars travel
               agents funeral directors and showrooms

         (2)   banks building societies estate agents betting offices and
               similar uses where the services are provided principally to
               visiting members of the public

         (3)   restaurants cafes public houses winebars and food take aways

9.2  (a) The Tenant covenants with the Landlord and as a separate covenant with
         the Management Company to pay to the Management Company:-

         (1)   the Relevant Service Charge Percentage (as indicated in the last
               available Certificate by the Relevant Surveyor issued pursuant to
               Clause 9.3 but subject to the provisions of Clause 9.4) of each
               of the Relevant Estimated Expenditure in advance by equal
               quarterly instalments on the Quarterly Days during each Relevant
               Financial Year the first payment of each being a proportionate
               sum in respect of the period from and including 31 May 2002 to
               the next Quarterly Day to be made on the date hereof and

         (2)   (if any of the Relevant Estimated Expenditure is revised as
               contemplated above) within 14 days after written demand the
               Relevant Service Charge Percentage of the amount by which any
               such revised figure for the Relevant Estimated Expenditure
               exceeds the figure previously notified to the Tenant

     (b) Each such payment made by the Tenant under Clause 9.2(a) is referred to
         in this Lease as (in the case of the Estimated Estate Expenditure) an
         "Estate Payment on Account" and (in the case of the Estimated Building
         Expenditure) a "Building Payment on Account"

9.3  The Management Company shall, as soon as reasonably practicable after the
     end of each Relevant Financial Year, prepare and send to the Tenant:-

     (a) an account or accounts, each duly certified by the Accountant, showing
         the Estate Expenditure and the Building Expenditure for each Relevant
         Financial Year and the amount (if any) which the Management Company has
         chosen to utilise from the Estate Reserve Fund or the Building Reserve
         Fund as the case may be in defraying respectively Estate Expenditure or
         Building Expenditure pursuant to Clause 9.7 (respectively "the Estate
         Appropriation" and "the Building Appropriation") and containing a fair
         summary of the various items comprising the Relevant Expenditure

                                      -41-

<PAGE>

         (b)  a certificate or certificates by the Relevant Surveyor showing the
              Relevant Surveyor's calculation of each Relevant Service Charge
              Percentage for each Relevant Financial Year

         (c)  a statement or statements of each Relevant Service Charge
              Percentage of each Relevant Expenditure for each Relevant
              Financial Year after taking into account as the case may require
              the Estate Appropriation or the Building Appropriation and the
              same shall (save for obvious error) be conclusive evidence for the
              purposes of this Lease of all matters of fact referred to in each
              said account certificate and statement

9.4

9.4.1    For the purposes of Clause 9.2 hereof until such time as a Certificate
         is issued by the Relevant Surveyor pursuant to Clause 9.3 hereof the
         Estate Service Charge Percentage shall be 1.2667% the Building Service
         Charge Percentage referred to in Clause 9.1(e)(i) shall be 35.7572%]
         and the Building Service Charge Percentage referred to in Clause
         9.1(e)(ii) shall be the proportion of each item of the Estimated Part
         II Expenditure properly and fairly estimated by the Management Company
         as likely to be attributable to the Tenant but expressed as a
         percentage of the Estimated Part II Expenditure

9.4.2    For the purposes of Clause 9.2 after such time as a Certificate is
         issued by the Relevant Surveyor pursuant to Clause 9.3 hereof the
         Estate Service Charge Percentage and the Building Service Charge
         Percentage referred to in Clause 9.1(e)(i) shall be as indicated in the
         last available Certificate issued by the Relevant Surveyor pursuant to
         Clause 9.3 hereof and the Building Service Charge Percentage referred
         to in Clause 9.1(e)(ii) shall be the proportion of each item of the
         Estimated Part II Expenditure properly and fairly estimated by the
         Management Company as likely to be attributable to the Tenant but
         expressed as a percentage of the Estimated Part II Expenditure

9.5      (a)  If the Relevant Service Charge Percentage of the Relevant
              Expenditure for any Relevant Financial Year (after taking into
              account as the case may require the Estate Appropriation or the
              Building Appropriation) shall exceed the Relevant Advance Payment
              for that Relevant Financial Year the excess together with interest
              thereon at the Base Rate calculated from and including as the case
              may require the Estate Computing Date or the Building Computing
              Date next following the end of that Relevant Financial Year until
              the date of payment shall be paid by the Tenant to the Management
              Company on demand or

         (b)  If the Relevant Service Charge Percentage of the Relevant
              Expenditure for any Relevant Financial Year (after taking into
              account as the case may require the Estate Appropriation or the
              Building Appropriation) shall be less than the Relevant Advance
              Payment for that Relevant Financial Year the overpayment made by
              the Tenant together in each case with interest thereon at the Base
              Rate calculated as aforesaid up to the date when the next Relevant
              Advance Payment on Account is due shall be credited to the Tenant
              against the next Estate Payment on Account or Building Payment on
              Account as the case may require

9.6      Any omission by the Management Company to include in Relevant
         Expenditure in any Relevant Financial Year a sum expended in that
         Relevant Financial Year shall not preclude the Management Company from
         including such sum in Relevant Expenditure in any subsequent Relevant
         Financial Year as the Management Company shall reasonably determine

                                      -42-

<PAGE>

9.7      (a)  Each of the Estate Reserve Fund and the Building Reserve Fund
              shall be held upon trust during the period of eighty (80) years
              from the date of this Lease (which shall be the perpetuity period
              applicable hereto) respectively for the persons who from time to
              time shall be tenants or occupiers of the Estate or the Building
              and each shall be held in a separately designated interest bearing
              bank account and the Management Company shall utilise the same,
              with interest accruing thereon but after deducting tax payable
              thereon and on such interest in defraying expenditure of the
              nature referred to in Clause 9.1(c)(ii) (in the case of the
              Building Reserve Fund) and in the corresponding paragraph of the
              definition of Estate Expenditure (in the case of the Estate
              Reserve Fund) and at the expiry of such perpetuity period the sums
              standing to the credit of each of the Estate Reserve Fund and the
              Building Reserve Fund and unexpended shall be paid respectively to
              the persons who shall then be the tenants of the Estate or the
              Building in shares equal to their respective Relevant Service
              Charge Percentages the Management Company being entitled
              absolutely to any share payable in respect of any Lettable Area
              which is unlet at such time

         (b)  The Management Company shall procure that upon the service by the
              Landlord of notice under Clause 8.6 (insofar as the same shall
              relate to the Estate Services) the Estate Reserve Fund and
              (insofar as the same shall relate to the Building Services) the
              Building Reserve Fund (or in each case so much thereof as remains
              after the defraying of such expenditure as aforesaid) shall be
              transferred to the Landlord or any other company nominated by the
              Landlord in such notice to be held upon the relevant trusts
              referred to in Clause 9.7(a) and upon the terms therein mentioned

9.7      If at any time or times during the Term the Management Company
         reasonably considers that circumstances have arisen making the Relevant
         Service Charge Percentage or the formula for calculating the same on
         the basis specified in Clause 9.1 unreasonable or inequitable the
         Management Company may in its absolute discretion give written notice
         to the Tenant requiring a variation to the Relevant Service Charge
         Percentage of the said formula which is fair and reasonable in all the
         circumstances and in the event of there being any dispute regarding
         such variation the matter shall be referred to a single arbitrator to
         be appointed in default of agreement upon the application of the
         Management Company or the Tenant by or on behalf of the President for
         the time being of the Royal Institution of Chartered Surveyors in
         accordance with the provisions of the Arbitration Acts 1996

9.8      The Management Company may in its absolute discretion discontinue
         withhold add to commence extend vary or make any alterations to any of
         the Estate Services or the Building Services or any of the items
         referred to in Part B of the Sixth and Seventh Schedules hereto from
         time to time if the Management Company shall reasonably deem it
         desirable to do so in the interests of (or for the comfort of) the
         owners and tenants on or for the efficient management security and
         operation of the Estate or the Building (as the case may be) or for any
         other reason in the interests of good estate management

9.9      The Tenant covenants with the Landlord and as a separate covenant with
         the Management Company that the Tenant will pay on demand such charge
         as may reasonably be determined by the Management Company in respect of
         any service (whether or not constituting an Estate Service or a
         Building Service) provided at the request of the Tenant to or for the
         benefit of the Tenant (whether or not exclusively) at a time or in
         circumstances when or in which such service would not have been
         provided but for such request

9.10     The provisions of this Clause shall continue to apply notwithstanding
         the expiration or sooner determination of the Term but only in respect
         of the period down to such expiration or sooner determination the
         Relevant Service Charge Percentage of the Relevant

                                      -43-

<PAGE>

     Expenditure payable for that Relevant Financial Year being apportioned for
     the said period on a daily basis

10.  NEW TENANCY

     This Lease constitutes a new tenancy for the purposes of the Landlord and
     Tenant (Covenants) Act 1995

IN WITNESS whereof this Lease has been executed by the parties as a Deed and
delivered on the day and year first above written

                                      -44-

<PAGE>

                                 FIRST SCHEDULE
                                 Rights Granted

1.   Estate Common Parts

     The right for the Tenant and all persons authorised by the Tenant (in
     common with the Landlord and the Management Company and all other persons
     having a like right) at all times and for all proper purposes:-

     (a)   to pass and repass with or without vehicles over and along all roads
           accesses and egresses from time to time comprised in the Estate
           Common Parts and intended for vehicular access leading to and from
           the Demised Premises and the car parking area referred to in
           paragraph 6 below and the public highway

     (b)   to pass and repass on foot only over and along such areas as are
           comprised in the Estate Common Parts and intended for pedestrian
           access leading to and from the Demised Premises and the car parking
           area referred to in paragraph 6 below and the public highway

     (c)   to use such parts of the Estate Common Parts as are not referred to
           in sub-paragraphs (a) and (b) above

     until such time (if any) as any of the same are adopted by the highway or
     other relevant authority

     Provided that the Landlord may add to extend vary or stop-up any of the
     same from time to time so long only as (i) in the case of sub-paragraphs
     (a) and (b) above alternative means of access and egress to the Demised
     Premises are available ensuring the continuance of access to and use and
     occupation of the Demised Premises and (ii) in the case of sub-paragraph
     (c) above so that the Tenant's use and occupation of the Demised Premises
     is not thereby materially and adversely affected and (iii) in all cases the
     facilities provided comply with all statutory and regulatory requirements
     and (iv) in all cases the facilities provided shall be as necessary for the
     use and enjoyment of the Demised Premises for all proper purposes

2.   Pipes

     The right to the free passage and running of water sewage surface water
     drainage gas electricity telecommunications and other services or supplies
     to and from the Demised Premises (subject to the Tenant not overloading or
     damaging the same) in and through the Pipes in the Building or any
     Adjoining Property serving the Demised Premises in common with the Landlord
     and all other persons having the like right PROVIDED ALWAYS that the
     Landlord may vary the route or alter all or any such services or supplies
     from time to time and the rights hereby granted shall thereupon apply to
     such services and supplies as varied or altered subject to the Landlord
     using its reasonable endeavours to minimise any disruption caused thereby
     and to ensure that so far as shall be reasonably possible no interruption
     in such services or supplies shall result

3.   Common Parts of the Building

     (Subject to observance by the Tenant of its obligations contained in Clause
     4.34 the right for the Tenant and all persons authorised by the Tenant (in
     common with the Landlord and the Management Company and all persons having
     a like right):-

                                      -45-

<PAGE>

     (a)   to use for pedestrian access and egress such of the Common Parts of
           the Building as shall be necessary for the use and enjoyment of the
           Demised Premises for all proper purposes and

     (b)   to use such of the passenger lifts in the Building as shall from time
           to time be designated for the Tenant's use for the purpose only of
           obtaining access to and egress from the Demised Premises and

     (c)   to use such of the lavatories in the Building as shall from time to
           time be designated for the Tenant's use

     (d)   to use any delivery area loading bay and goods lifts designated from
           time to time for the Tenant's use for the purpose only of vehicular
           access and egress for delivery in and out and loading and unloading
           of goods and equipment and not for any other purposes

4.   Entry to other parts of the Building

     The right (subject to the provisions of Clauses 4.19 and 4.20) for the
     Tenant and all other persons authorised by the Tenant in common with the
     Landlord and the Management Company and all others having the like rights
     and easements at all reasonable times to enter all necessary other parts of
     the Building in order to carry out works of repair or alteration to the
     Demised Premises or the Pipes serving the same on the following
     conditions:-

     (a)   the Tenant shall except in case of emergency give reasonable prior
           written notice to the Landlord and the occupiers (if any) of such
           parts of its intention to exercise such rights

     (b)   the Tenant shall only exercise such rights insofar as it cannot
           reasonably carry out such works of repair and alteration from within
           the Demised Premises and

     (c)   the Tenant shall cause as little inconvenience and damage as
           reasonably possible and shall without delay make good to the
           reasonable satisfaction of the Landlord and the occupiers of such
           adjoining premises all damage thereby occasioned to such parts

5.   Support

     The right of support protection and shelter for the benefit of the Demised
     Premises from any other part of the Building as now enjoyed

6.   Car Parking

     Subject to observance by the Tenant of its obligations contained in Clause
     4.34 the right for the Tenant and all persons authorised by the Tenant at
     all times to use twenty-two (22) spaces within the car parking area
     comprised within the Building to park motor vehicles and provided that the
     Landlord may from time to time designate appropriate car parking spaces and
     subject further to the Tenant with the prior written consent of the
     Landlord (such consent not to be unreasonably withheld or delayed) to use
     such designated spaces for any uses ancillary to the Permitted Use of the
     Demised Premises provided that the Tenant shall at all times comply with
     all statutory requirements relating to such spaces and such use

                                      -46-

<PAGE>

7.   Bicycles and Motorcycles

     The right for the Tenant (in common with all other persons having the like
     right) and all persons authorised by the Tenant at all times to park
     bicycles and motorcycles within any area reasonably designated by the
     Landlord within the car parking area within the Building for such use
     PROVIDED ALWAYS that the Landlord shall provide an area to park bicycles
     and motorcycles

8.   List of tenant's names

     The right for the Tenant and any lawful occupiers of the Demised Premises
     to have their respective names and the premises occupied by them displayed
     in such manner and in such location as the Landlord shall from time to time
     reasonably prescribe in the main entrance hall of the Building

9.   Reception Area

     The right for so long as the Tenant occupies floors 5-11 (inclusive) in the
     Building for the Tenant at its own cost and subject to compliance with all
     statutory requirements to install and use a reception desk with appropriate
     staff and reception facilities (all at the Tenant's cost) in the ground
     floor lobby of the Building subject to the prior written approval of the
     Landlord (such approval shall not to be unreasonably withheld)

10.  Affixing of items to the structure of the Building

     The right (subject to the provisions of Clauses 4.19 and 4.20) for the
     Tenant and all persons authorised by the Tenant to affix to the interior
     surfaces of the walls columns or structural slabs enclosing the Demised
     Premises in such manner as will not impair the structural integrity of such
     walls columns or slabs

11.  Mechanical Space

     The right for the Tenant its lawful undertenants and those authorised by it
     to use the Mechanical Space Area solely for the installation use and
     maintenance of such mechanical electrical and other systems (including
     Telecommunications Equipment) as the Tenant may require together with all
     necessary rights of access to such area through such parts of the remainder
     of the Building as the Landlord may reasonably specify

12.  Telecommunications Equipment

12.1 Subject to:-

     (a)   the Tenant first having supplied the Landlord with details of and
           obtained the Landlord's written approval (such approval not to be
           unreasonably withheld) as to:-

           (i)   the weight height dimensions and all other specifications of
                 any proposed satellite dishes or other telecommunications
                 equipment ancillary to the Tenant's permitted use of the
                 Demised Premises ("Telecommunications Equipment") and

           (ii)  the method and works of installation of the proposed
                 Telecommunications Equipment and

                                      -47-

<PAGE>

     (b)   the Tenant first at its sole cost and expense having obtained (where
           necessary) planning permission and/or the consent of any competent
           authority and production of copies thereof to the Landlord

     (c)   the Landlord the Management Company and the Tenant completing the
           licence to carry out alterations in the form annexed hereto

     the right to install in accordance with the method of installation,
     arrangements for the supply of power and location of all cables and ducts
     associated therewith having been previously approved by the Landlord (such
     approval not to be unreasonably withheld) on such area on the roof of the
     Building as is shown for identification purposes only hatched and edged
     green on Plan 11 (the "Approved Location") the Telecommunications Equipment
     of the weight height dimension and specification previously approved by the
     Landlord in accordance with the above provisions and to run cables through
     existing ducts from the Telecommunications Equipment to the Demised
     Premises and to the passage of electricity through such cables Provided
     Always That:-

     (a)   no satellite dish shall exceed 1.8 metres in diameter

     (b)   the Landlord may at any time by not less than 3 months' written
           notice require the removal of one or more (if applicable) of the
           satellite dishes or other equipment from the Approved Location to
           another location (the "Alternative Location") from which the
           reception by the satellite dish or other equipment when located would
           not be likely to be materially diminished from the reception at the
           Approved Location and in the event of service of such notice the
           Tenant shall forthwith supply to the Landlord full details of its
           relocation works for approval (such approval not to be unreasonably
           withheld) and following the grant of such approval shall at the
           Landlord's cost relocate the satellite dish or other equipment and
           the cables and all related equipment to the Alternative Location and
           shall at the Landlord's cost make good any damage or disturbance to
           the Approved Location

     (c)   such works of installation and works of removal shall be carried out
           expeditiously and in a good and workmanlike manner causing the
           minimum of disturbance and inconvenience to the occupants and owners
           for the time being of the Approved Location and the Alternative
           Location (as the case may be)

     (d)   at the discretion of the Landlord the Landlord shall be entitled to
           carry out the installation works in place of the Tenant and the
           Tenant shall reimburse the Landlord for the reasonable cost of
           carrying out the installation works within 10 days of written demand
           by the Landlord

     (e)   at the discretion of the Landlord the Landlord shall be entitled at
           its own expense to carry out the removal works in place of the Tenant
           but if the Tenant shall carry out the removal works the Landlord
           shall reimburse the Tenant for the reasonable costs incurred by the
           Tenant in carrying out the removal works within 10 days of written
           demand by the Tenant

12.2 The Tenant hereby acknowledges that the Approved Location fully satisfies
     the obligation in the Agreement for Lease in relation to Telecommunications
     Equipment (as such term is used in the Agreement for Lease)

12.3 In exercising the right the Tenant shall cause as little inconvenience as
     possible to the Landlord or its tenants as reasonably practicable and shall
     make good without delay any

                                      -48-

<PAGE>

     damage thereby caused to the Approved Location or the Building upon which
     the location is situate (the "Location Building") in the exercise of such
     rights and shall use all reasonable endeavours to ensure that the use of
     the satellite dish causes no material interference with the electrical
     equipment in the Location Building

13.  Naming of the Building

     The right for so long as the Tenant occupies floors 3-11 (inclusive) in the
     Building to name the Building

                                      -49-

<PAGE>

                                 SECOND SCHEDULE
                           Exceptions and Reservations

The following rights and easements are excepted and reserved out of the Demised
Premises to the Landlord and the Superior Landlord and all other persons
authorised by either of them or having the like rights and easements subject to
the provisions of Clause 8.18:-

1.    Pipes

      The right to the free passage and running of water sewage surface water
      drainage gas electricity telecommunications and other services or supplies
      to and from the Building or any Adjoining Property in and through any of
      the Pipes which may at any time be in under or passing through or over the
      Demised Premises

2.    Entry

      The right at all reasonable times upon reasonable prior notice subject to
      the provisions of Clause 8.18 except in cases of emergency to enter the
      Demised Premises in order to:-

      (a)  inspect cleanse maintain repair connect to remove lay renew relay
           replace alter or execute any works to or in connection with the Pipes
           and any other services in or accessible from the Demised Premises

      (b)  execute repairs decorations alterations and any other works to the
           Building or any Adjoining Property or to do anything which the
           Landlord or the Management Company may do under this Lease

      (c)  carry out the Estate Services and to carry out the Building Services

      PROVIDED THAT the person exercising the foregoing rights shall cause as
      little inconvenience or damage as reasonably possible and shall make good
      without delay any damage thereby caused to the Demised Premises

3.    Scaffolding

      The right to erect scaffolding for the purposes of repairing or cleaning
      the Building and any buildings now or hereafter erected on the Estate or
      in connection with the exercise of any of the rights mentioned in this
      Schedule notwithstanding that such scaffolding may temporarily restrict
      the access to or enjoyment and use of the Demised Premises

4.    Light and air etc.

      Without prejudice to Clause 6.8 of this Lease the rights of light air and
      all other easements and rights now or hereafter enjoyed by other parts of
      the Building or the Adjoining Property

5.    Support

      The right of support protection and shelter now or hereafter for the
      benefit of other parts of the Building from the Demised Premises

                                      -50-

<PAGE>

6.    Building on the Adjoining Property

      Without prejudice to Clause 6.8 of this Lease the right at any time to
      build on or execute any works to the Building or any Adjoining Property or
      any buildings thereon in such manner as the person exercising the right
      shall think fit notwithstanding the fact that the same may obstruct affect
      or interfere with the amenity of the Demised Premises or the passage of
      light and air to the Demised Premises and subject in any event to the
      Tenant's ability or right to object to the local planning authority in
      respect of such works

7.    Alteration of Common Parts

      Without prejudice to Clause 6.8 of this Lease the right to extend vary or
      stop-up the Estate Common Parts or the Common Parts of the Building or any
      part or parts thereof from time to time if the Landlord shall reasonably
      deem it desirable for the efficient management security and operation of
      the Estate or the Building or for the comfort of the owners and tenants on
      the Estate (but not so that the Tenant's use and occupation of the Demised
      Premises for the Permitted Use in accordance with all statutory and
      regulatory requirements is thereby materially and adversely affected)

8.    Use of Estate Common Parts and Common Parts of the Building

      Without prejudice to Clause 6.8 of this Lease the right to regulate and
      control the use of the Estate Common Parts and the Common Parts of the
      Building and to make Regulations for that purpose (but not so that the
      Tenant's use and occupation of the Demised Premises for the Permitted Use
      in accordance with all statutory and regulatory requirements is thereby
      materially and adversely affected)

                                      -51-

<PAGE>

                                 THIRD SCHEDULE
                                  Rent Reviews

1.    Definitions

      In this Schedule the following expressions shall have the following
      meanings:-

1.1   "Review Date" means each of the Review Dates specified in the Particulars
      and "Relevant Review Date" shall be construed accordingly

1.2   "Assumed Premises" means the Demised Premises on the assumption that:-

      (a)  the Tenant's Works have not been carried out and (for the avoidance
           of doubt) the Tenant has removed all tenant's fixtures and all
           improvements and alterations carried out by the Tenant otherwise than
           pursuant to an obligation to the Landlord (reinstating and making
           good any damage caused to the Demised Premises in so doing) and has
           left the Demised Premises (constructed and fitted out as aforesaid)
           as clear space and

      (b)  the Demised Premises have been constructed and fitted out by the
           Landlord at its own cost immediately prior to the grant of this Lease
           and in accordance with the specification and drawings annexed hereto
           entitled "Rent Review Specification" read on the basis that where
           reference is made to a minimum standard that is the actual standard
           provided and in accordance with the specification annexed hereto
           entitled "Minimum Standard Developer's Finish for Tenant's Work" and
           as altered from time to time by alterations carried out by and at the
           expense of the Landlord and improvements and alterations carried out
           by the Tenant pursuant to an obligation to the Landlord

1.3   "Open Market Rent" means (subject to paragraph 4 below) the clear yearly
      rack rent at which the Assumed Premises could reasonably be expected to be
      let as a whole on the open market at the Relevant Review Date by a willing
      landlord to a willing tenant with vacant possession and without any
      premium or any consideration other than rent for the grant thereof for a
      term of ten (10) years commencing on the Relevant Review Date and
      otherwise on the terms and conditions and subject to the covenants and
      provisions contained in this Lease other than the amount of the Rent
      payable hereunder and subject to the provisions for the review of the Rent
      contained in this Schedule and making the Assumptions but disregarding the
      Disregarded Matters

1.4   the "Assumptions" means the following assumptions (if not facts) at the
      Relevant Review Date:-

      (a)  that the Assumed Premises are fit for immediate occupation and use
           and have been fully fitted out and equipped at the Landlord's expense
           to the specification described in paragraph 1.2(b) of this Schedule;
           and

      (b)  that there shall be no discount reduction or allowance to reflect (or
           compensate any incoming tenant for the absence of) any rent free or
           concessionary rent period which reflects the time it would take for
           the incoming tenant to fit out the Assumed Premises so as to be ready
           for immediate use or any capital payment or other consideration in
           lieu thereof and which would be granted to the willing tenant in the
           open market at the relevant Review Date so that such Open Market Rent
           shall be that which would be payable after the expiry of any such
           rent free or concessionary rent

                                      -52-

<PAGE>

           period which the willing tenant shall hereby be assumed to have
           enjoyed or after receipt by the willing tenant of any such capital
           payment or other consideration in lieu thereof; and

      (c)  that no work has been carried out to the Demised Premises by the
           Tenant any undertenant or their respective predecessors in title
           during the Term which has diminished the rental value of the Demised
           Premises; and

      (d)  that if the Demised Premises or the Building have been destroyed or
           damaged they have been fully rebuilt and reinstated; and

      (e)  that the Assumed Premises comply with all statutory and regulatory
           requirements as at the date of grant of this Lease; and

      (f)  that all the covenants contained in this Lease on the part of the
           Tenant have been fully performed and observed and that all the
           covenants contained in this Lease on the part of the Landlord have
           been fully performed and observed except when the Landlord is and
           remains in material breach of covenant having had notice of and a
           reasonable period of time to remedy such breach

1.5   the "Disregarded Matters" means:-

      (a)  any effect on rent of the fact that the Tenant or any Group Company
           of the Tenant or any undertenant or their respective predecessors in
           title have been in occupation of the Demised Premises or any part
           thereof or any part of the Building; and

      (b)  any goodwill attached to the Demised Premises by reason of the
           business then carried on at the Demised Premises by the Tenant or any
           undertenant or their respective predecessors in title

      (c)  any voluntary improvements carried out to the Demised Premises by the
           Tenant any undertenant or their respective predecessors in title

1.6   "Surveyor" means an independent chartered surveyor of not less than ten
      (10) years' standing who is a fellow of the Royal Institution of Chartered
      Surveyors and who is experienced in the letting or valuation of buildings
      similar to the Assumed Premises in the City of London and London Docklands
      and who is also aware of rental values elsewhere in London appointed from
      time to time to determine the Open Market Rent pursuant to the provisions
      of this Schedule and the Surveyor shall act as an arbitrator in accordance
      with the Arbitration Act 1996

1.7   the "President" means the President for the time being of the Royal
      Institution of Chartered Surveyors and includes the duly appointed deputy
      of the President or any person authorised by the President to make
      appointments on his behalf

1.8   "Rent Restrictions" means the restrictions imposed by any statute for the
      control of rent in force on a Review Date or on the date on which any
      increased rent is ascertained in accordance with this Schedule and which
      operate to impose any limitation whether in time or amounts on the
      assessment or the collection of any increase in rent or any part thereof

                                      -53-

<PAGE>

2.    The Rent

      From and including each Review Date the Rent shall be equal to the Open
      Market Rent at the Relevant Review Date as ascertained in accordance with
      the provisions of paragraph 3 below or as determined under the provisions
      of paragraph 4 below(as the case may be)

3.    Agreement or determination of the Open Market Rent

      The Open Market Rent at any Review Date may be agreed in writing at any
      time between the Landlord and the Tenant but if for any reason the
      Landlord and the Tenant have not so agreed then from a date two (2) months
      prior to the Review Date up to the next succeeding Review Date either the
      Landlord or the Tenant may by notice in writing to the other require the
      Open Market Rent to be determined by the Surveyor

4.    Deemed Open Market Rent

      (a)  If the Open Market Rent at the first Review Date (as such Open Market
           Rent is ascertained pursuant to paragraph 3 above of this Schedule)
           is less than the Initial Rent or if the Open Market Rent at that
           Review Date cannot for any reason be ascertained pursuant to
           paragraph 3 above then for the purposes of this Schedule the Open
           Market Rent at such Review Date shall be deemed to be the Initial
           Rent

      (b)  If the Open Market Rent at any subsequent Review Date (as so
           ascertained) is less than the Open Market Rent payable immediately
           preceding the Relevant Review Date as so ascertained above or
           determined or if the Open Market Rent at the Relevant Review Date
           cannot for any reason be so ascertained then for the purposes of this
           Schedule the Open Market Rent at the Relevant Review Date shall be
           deemed to be the Open Market Rent payable immediately preceding the
           Relevant Review Date as so ascertained or determined

5.    Appointment of Surveyor

      (a)  The Surveyor (in default of agreement between the Landlord and the
           Tenant) shall be appointed by the President on the written
           application of either the Landlord or the Tenant

      (b)  The Surveyor appointed under this paragraph shall act as an
           Arbitrator and the following provisions shall apply:

           (i)   the date of the Arbitrator's award shall be deemed to be the
                 date on which a copy of the award is served on the Landlord and
                 the Tenant;

           (ii)  the Arbitrator shall not be entitled to order the
                 rectification, setting aside or cancellation of this Lease or
                 any other deed;

           (iii) the Arbitrator shall have the power to order a provisional
                 award;

           (iv)  the Arbitrator shall not be entitled to require that security
                 is provided in respect of the costs of the arbitration;

           (v)   the Arbitrator shall not be entitled to make an award prior to
                 the Relevant Rent Review Date

                                      -54-

<PAGE>

6.    Fees of Surveyor

      The fees and expenses of the Surveyor including the cost of his nomination
      shall be payable by the Landlord and the Tenant in such proportions as the
      Surveyor shall, at his discretion, direct

7.    Appointment of new surveyor

      If the Surveyor dies is unwilling to act or becomes incapable of acting or
      if for any other reason he is unable to act then either the Landlord or
      the Tenant may request the President to discharge the said surveyor and
      appoint another surveyor in his place which procedure may be repeated as
      many times as necessary

8.    Interim payments pending determination

      (a)  In the event that by the Relevant Review Date the Rent has not been
           agreed or determined as aforesaid (the date of agreement or
           determination being herein called "the Determination Date") then in
           respect of the period (herein called "the Interim Period") beginning
           with the Relevant Review Date and ending on the day before the
           Quarterly Day following the Determination Date the Tenant shall pay
           to the Landlord Rent at the yearly rate payable immediately before
           the Relevant Review Date

      (b)  Forthwith following the Determination Date the Tenant shall pay to
           the Landlord the amount (if any) by which the Rent paid on account by
           the Tenant under the provisions of paragraph 8(a) above in respect of
           the Interim Period falls short of the aggregate of Rent payable in
           respect of the Interim Period together with interest on each of the
           instalments of such shortfall at the Base Rate from the date of each
           relevant under payment to the date of payment

9.    Rent Restrictions

      On each occasion that Rent Restrictions shall prevent or prohibit either
      wholly or partially:-

      (a)  the operation of the above provisions for review of the Rent or

      (b)  the normal collection and retention by the Landlord of any increase
           in the Rent or any instalment or part thereof

           THEN in each such case:-

           (i)   the operation of such provisions for review of the Rent shall
                 be postponed to take effect on the first date or dates
                 thereafter upon which such operation may occur Provided that
                 such operation shall not take place more frequently than would
                 be the case in the absence of any Rent Restrictions throughout
                 the Term of this Lease

           (ii)  the collection of any increase or increases in the Rent shall
                 be postponed to take effect on the first date or dates
                 thereafter that such increase or increases may be collected
                 and/or retained in whole or in part and on as many occasions as
                 shall be required to ensure the collection of the whole
                 increase

                                      -55-

<PAGE>

           AND until the Rent Restrictions shall be relaxed either partially or
           wholly the Rent shall be the maximum sum from time to time permitted
           by the Rent Restrictions

10.   Memoranda of reviewed rent

      As soon as the amount of any reviewed Rent has been agreed or determined
      memoranda thereof shall be prepared by the Landlord or its solicitors and
      thereupon shall be signed by or on behalf of the Landlord and the Tenant
      and annexed to this Lease and the counterpart thereof and the parties
      shall bear their own costs in respect thereof

11.   Time not of the essence

      For the purpose of this Schedule time shall not be of the essence

                                   -56-

<PAGE>

                                 FOURTH SCHEDULE
                             Covenants by the Surety

1.   Indemnity by Surety

     The Surety hereby covenants with the Landlord and as a separate covenant
     with the Management Company as a primary obligation that the Tenant or the
     Surety shall at all times until the Tenant shall cease to be bound by the
     Tenant's covenants in the Lease during the Term duly perform and observe
     all the covenants on the part of the Tenant contained in this Lease
     including the payment of the rents hereby reserved and all other sums
     payable under this Lease in the manner and at the times herein specified
     and the Surety shall indemnify and keep indemnified the Landlord and the
     Management Company against all claims demands losses damages liability
     costs fees and expenses whatsoever sustained by the Landlord or the
     Management Company by reason of or arising directly or indirectly out of
     any default by the Tenant in the performance and observance of any of its
     obligations or the payment of any rents and other sums

2.   Surety jointly and severally liable with Tenant

     The Surety hereby further covenants with the Landlord and as a separate
     covenant with the Management Company that the Surety is jointly and
     severally liable with the Tenant (whether before or after any disclaimer by
     a liquidator or trustee in bankruptcy) for the fulfilment of all the
     obligations of the Tenant under this Lease and agrees that the Landlord or
     the Management Company in the enforcement of its rights hereunder may
     proceed against the Surety as if the Surety was named as the Tenant in this
     Lease

3.   Waiver by Surety

     The Surety hereby waives any right to require the Landlord or the
     Management Company to proceed against the Tenant or to pursue any other
     remedy whatsoever which may be available to the Landlord or the Management
     Company before proceeding against the Surety

4.   Postponement of claims by Surety against Tenant

     The Surety hereby further covenants with the Landlord and as a separate
     covenant with the Management Company that the Surety shall not claim in any
     liquidation bankruptcy composition or arrangement of the Tenant in
     competition with the Landlord or the Management Company and shall remit to
     the Landlord the proceeds of all judgments and all distributions it may
     receive from any liquidator trustee in bankruptcy or supervisor of the
     Tenant and shall hold for the benefit of the Landlord and the Management
     Company all security and rights the Surety may have over assets of the
     Tenant whilst any liabilities of the Tenant or the Surety to the Landlord
     or the Management Company remain outstanding

5.   Postponement of participation by Surety in security

     The Surety shall not be entitled to participate in any security held by the
     Landlord or the Management Company in respect of the Tenant's obligations
     to the Landlord or the Management Company under this Lease or to stand in
     the place of the Landlord or the Management Company in respect of any such
     security until all the obligations of the Tenant or the Surety to the
     Landlord and the Management Company under this Lease have been performed or
     discharged

                                      -57-

<PAGE>

6.   No release of Surety

     None of the following or any combination thereof shall release discharge or
     in any way lessen or affect the liability of the Surety under this Lease:-

     (a)  any neglect delay or forbearance of the Landlord or the Management
          Company in endeavouring to obtain payment of the rents or other
          amounts required to be paid by the Tenant or in enforcing the
          performance or observance of any of the obligations of the Tenant
          under this Lease

     (b)  any refusal by the Landlord or the Management Company to accept rent
          tendered by or on behalf of the Tenant at a time when the Landlord was
          entitled (or would after the service of a notice under Section 146 of
          the Law of Property Act 1925 have been entitled) to re-enter the
          Demised Premises

     (c)  any extension of time given by the Landlord or the Management Company
          to the Tenant

     (d)  (subject to Section 18 of the Landlord and Tenant (Covenants) Act
          1995) any variation of the terms of this Lease (including any reviews
          of the rent payable under this Lease) or the transfer of the
          Landlord's reversion or the assignment of this Lease

     (e)  any change in the identity constitution structure or powers of any of
          the Tenant the Surety the Landlord or the Management Company or the
          liquidation administration or bankruptcy (as the case may be) of
          either the Tenant or the Surety

     (f)  any legal limitation or any immunity disability or incapacity of the
          Tenant (whether or not known to the Landlord or the Management
          Company) or the fact that any dealings with the Landlord or the
          Management Company by the Tenant may be outside or in excess of the
          powers of the Tenant

     (g)  any other act omission matter or thing whatsoever whereby but for this
          provision the Surety would be exonerated either wholly or in part
          (other than a release under seal given by the Landlord and/or the
          Management Company as the case may be)

7.   Disclaimer or forfeiture of Lease

     (a)  The Surety hereby further covenants with the Landlord and the
          Management Company that:-

          (i)   if the Crown or a liquidator or trustee in bankruptcy shall
                disclaim or surrender this Lease or

          (ii)  if this Lease shall be forfeited or

          (iii) if the Tenant shall cease to exist

          THEN the Surety shall if the Landlord by notice in writing given to
          the Surety within one hundred and eighty (180) days after such
          disclaimer or other event so requires accept from and execute and
          deliver to the Landlord a counterpart of a new lease of the Demised
          Premises for a term commencing on the date of the disclaimer or other
          event and continuing for the residue then remaining unexpired of the
          Term such new

                                      -58-

<PAGE>

          lease to be at the cost of the Surety and to be at the same rents and
          subject to the same covenants conditions and provisions as are
          contained in this Lease

     (b)  If the Landlord shall not require the Surety to take a new lease the
          Surety shall nevertheless upon demand pay to the Landlord a sum equal
          to the Rent and other sums that would have been payable under this
          Lease but for the disclaimer or other event in respect of the period
          from and including the date of such disclaimer or other event until
          the expiration of one hundred and eighty (180) days therefrom or until
          the Landlord shall have granted a lease of the Demised Premises to a
          third party (whichever shall first occur)

8.   Benefit of guarantee and indemnity

     This guarantee and indemnity shall enure for the benefit of the successors
     and assigns of the Landlord and the Management Company respectively under
     this Lease without the necessity for any assignment thereof

                                      -59-

<PAGE>

                                 FIFTH SCHEDULE
                Matters to which the Demised Premises are subject

In so far as the same relate to or affect the Demised Premises the matters
contained in Property and Charges Registers of Title Numbers EGL436332 and
EGL430275

                                      -60-

<PAGE>

                                 SIXTH SCHEDULE
                                 Estate Services

(a)  In this Schedule:-

     (i)   references to "maintain" shall mean maintain inspect test service
           repair overhaul amend rebuild renew reinstate replace and shall
           include where appropriate treat wash down cleanse paint decorate
           empty and drain and the expression "maintenance" shall be construed
           accordingly

     (ii)  "Services" shall mean Estate Services

     (iii) "Serviced Areas" shall mean the Estate Common Parts

(b)  In deciding the extent nature and quality of the relevant service or
     services from time to time the Management Company shall at all times act
     reasonably

(c)  In performing the Services and any other services hereunder the Management
     Company shall be entitled to employ or procure or permit the employment of
     managers agents contractors or others

                                     Part A
                                  the Services

Subject to paragraphs (b) and (c) above the following services to be carried out
in accordance with the principles of good estate management shall constitute the
Services:-

1.   Serviced Areas

     To maintain the Serviced Areas

2.   Apparatus plant machinery etc

     To maintain and operate all apparatus plant machinery and equipment
     comprised in or otherwise serving the Serviced Areas from time to time and
     the buildings housing them

3.   Pipes

     To maintain all Pipes within the Serviced Areas but (within the Estate
     Common Parts) only those Pipes the use of which is shared by the occupiers
     of more than one building on the Estate

4.   Fire alarms etc

     To maintain any smoke and/or smoke fire alarms and ancillary apparatus and
     fire prevention and fire fighting equipment and apparatus and other safety
     equipment and ancillary apparatus and systems comprised in the Serviced
     Areas and in any event to maintain fire and smoke detection fire preventive
     and fire fighting equipment including sprinklers hydrants hosereels
     extinguishers fire alarms fire escapes and fire escape routes and general
     means of escape to the extent required to comply in relation to the
     Serviced Areas with statutory requirements and the requirements of
     responsible authorities or underwriters or insurance companies

                                      -61-

<PAGE>

5.   Lighting

     To keep lit at appropriate times all appropriate parts of the Serviced
     Areas

6.   Roads Malls etc open

     Without prejudice to any right of the Landlord or the Management Company
     hereunder so far as shall be reasonably practicable to keep open and
     unobstructed the access and circulation areas the roadways streets plazas
     malls and other vehicular and pedestrian ways and similar areas comprised
     in the Serviced Areas (subject only to:-

     (a)  any temporary closure from time to time or

     (b)  closure at certain hours for reasons of security or operational
          purposes)

7.   Security surveillance and visitor control

     To provide security services and personnel including where appropriate in
     the Management Company's discretion closed circuit television and/or other
     plant and equipment for the purpose of surveillance and supervision of
     users of the Serviced Areas Provided that such services and personnel shall
     not extend to the Building

8.   Provision of signs and general amenities

     In the Management Company's discretion to provide and maintain direction
     signs and notices seats and other fixtures fittings chattels and amenities
     for the convenience of tenants and their visitors and for the enjoyment or
     better enjoyment of such parts of the Serviced Areas as are available from
     time to time for use by the occupiers of and visitors to the Estate and/or
     members of the public as the Landlord or the Management Company may
     determine

9.   Ornamental features gardens etc

     In the Management Company's discretion to provide and maintain hard and
     soft landscaping and planting within the Serviced Areas including fountains
     sculptures architectural artistic or ornamental features or murals and to
     keep all such parts of the Serviced Areas as may from time to time be laid
     out as landscaping (including water features) neat clean planted (where
     appropriate) properly tended and free from weeds and the grass cut

10.  Fixtures fittings etc

     To provide and maintain fixtures fittings furnishings finishes bins
     receptacles tools appliances materials equipment and other things for the
     maintenance appearance upkeep or cleanliness of the Serviced Areas and the
     provision of the services set out in this part of the Schedule

11.  Windows

     As often as the Management Company may consider desirable to clean the
     exterior and interior of all windows and window frames in any building
     included in the Serviced Areas and to provide and maintain cradles runways
     and carriages in connection with such cleaning

                                      -62-

<PAGE>

12.  Refuse

     To provide and operate or procure the provision and operation of means of
     collection compaction and disposal of refuse and rubbish (including litter
     within the Serviced Areas and if necessary pest control) from the Serviced
     Areas and other parts of the Estate and to provide and maintain plant and
     equipment for the collection compaction treatment packaging or disposal of
     the same

13.  Traffic

     (So far as the same are not for the time being the exclusive responsibility
     of a public authority) to endeavour to control so far as practicable
     traffic on the roads and service roads forming part of the Serviced Areas
     and parking therein and for that purpose to provide such working and
     mechanical systems as the Management Company considers appropriate
     including wheel clamping immobilising and removal of vehicles

14.  Energy and supply services

     To arrange the provision of water fuel oil gas heating cooling air
     conditioning ventilation electricity and other energy and supply services
     to the Estate Common Parts as may be required for use in running or
     operating any service to the Serviced Areas or distributed to occupiers of
     the Estate including so far as appropriate standby power generators and
     plant excluding any such energy and supply services required to operate the
     apparatus plant machinery and equipment referred to in the exclusion to
     paragraph 2 of this Part of this Schedule

15.  Water Areas and Waterside and Riverside Walkways

     To use reasonable endeavours to procure that the responsible party
     maintains and operates or (in the Management Company's discretion) to
     maintain and operate the dock water retention system comprised in or
     immediately adjoining the Estate and to endeavour to keep water areas
     within the Estate Common Parts free from debris refuse and other material
     and (to the extent reasonably practicable) to take reasonable steps to
     treat the same as necessary and to minimise pollution therein and to
     provide and maintain such seating security and safety equipment on any
     waterside walkways as the Management Company considers appropriate

16.  Transport Services

     So far as the Landlord or the Management Company considers desirable or
     appropriate to provide and (as circumstances permit) operate and maintain
     vehicles or other modes of transport staff premises and equipment for a
     transport service or services within or for the benefit of the Estate

17.  Other services

     To provide such other services for the benefit of the Estate or the
     convenience of the users or occupiers thereof as the Landlord or the
     Management Company may in accordance with the principles of good estate
     management consider desirable or appropriate

                                      -63-

<PAGE>

                                     Part B

1.   Staff

     The cost of staff (including direct or indirect labour) for the provision
     of services to the Serviced Areas and for the general management (including
     accountancy functions) operation and security of the Serviced Areas
     (including traffic control and policing) and all other incidental
     expenditure including but not limited to:-

     (a)  salaries insurance health pensions welfare severance and other
          payments contributions and premiums

     (b)  the cost of uniforms working clothes tools appliances materials and
          furniture furnishings stationery items and equipment (including
          telephones) for the proper performance of the duties of any such staff

     (c)  providing maintaining repairing decorating and lighting any
          accommodation and facilities for staff including any residential
          accommodation for staff employed on the Serviced Areas and all rates
          gas electricity and other utility charges in respect thereof and any
          actual or notional rent for such accommodation

2.   Common Facilities

     The amount which shall require to be paid for or towards the costs charges
     fees and expenses in making laying repairing maintaining and lighting as
     the case may be any roads ways forecourts passages pavements party walls or
     fences party structures Pipes or other conveniences and easements
     whatsoever which may belong to or be capable of being used or enjoyed by
     the Estate in common with any Adjoining Property

3.   Transportation Facilities

     The amount which the Landlord or Management Company properly pays for or
     towards the maintenance and lighting of or security for transportation
     facilities which provide services to or for the benefit of the Estate and
     associated premises and areas and/or the fixtures fittings and equipment
     thereon but for the avoidance of doubt excluding any contributions which
     the Landlord or the Management Company may from time to time make towards
     the Canary Wharf Underground Station (excluding any park areas or other
     areas to be used as open spaces for the enjoyment of the public which are
     provided or constructed above the Canary Wharf Underground Station and
     party structures of such station) or the provision and operation of the
     Docklands Light Railway (excluding contributions the Landlord or the
     Management Company make towards the maintenance of the station from time to
     time)

4.   Outgoings

     All existing and future rates (including water rates) taxes duties charges
     assessments impositions and outgoings (whether parliamentary parochial
     local or of any other description and whether or not of a capital or
     non-recurring nature) payable in respect of the Serviced Areas or any part
     thereof

5.   Statutory requirements

     The cost of carrying out any works to the Serviced Areas required to comply
     with any statute

                                     -64-

<PAGE>

6.   Representations

     The cost of taking any steps deemed desirable or expedient by the Landlord
     or the Management Company for complying with making representations against
     or otherwise contesting the incidence of the provisions of any statute
     concerning town planning rating public health highways streets drainage and
     all other matters relating or alleged to relate to the Serviced Areas or
     the Estate as a whole or in which occupiers within the Estate have a common
     interest

7.   Fees of the Estate Surveyor and the Accountant

     The proper and reasonable fees costs charges expenses and disbursements of
     the Estate Surveyor and the Accountant for or in connection with the
     performance of the duties ascribed to the Estate Surveyor and the
     Accountant respectively under the provisions of Clause 9

8.   Management

     (a)  The proper and reasonable fees of managing agents employed or retained
          by the Management Company for or in connection with the general
          overall management and administration and supervision of the Estate
          (excluding rent collection)

     (b)  A fee to the Management Company in connection with the management of
          the Estate equal to 10% of the aggregate of the Estate Expenditure
          (excluding any items in this paragraph 8(a)) but so that if a firm of
          managing agents is appointed to manage the Estate the fee chargeable
          by the Management Company in any Estate Financial Year under this
          paragraph 8(b) shall be reduced (but not below zero) by an amount
          equivalent to the fees (exclusive of Value Added Tax) charged by such
          managing agents and included in Estate Expenditure for that Estate
          Financial Year pursuant to paragraph 8(a) above

9.   Insurance

     (a)  The cost of insuring (including insurance tax):-

          (i)   the Serviced Areas against loss or damage by the Insured Risks
                in such sum as shall in the Landlord's opinion be the full
                reinstatement cost thereof and including architects' surveyors'
                and other professional fees (and Value Added Tax thereon) and
                expenses incidental thereto the cost of shoring up demolition
                and site clearance compliance with local authority requirements
                and similar expenses and loss of income (if any) for such period
                as shall be reasonable having regard to the likely period
                required for obtaining planning permission and reinstating the
                Serviced Areas

          (ii)  any engineering and electrical plant and machinery being part of
                the Serviced Areas against sudden and unforeseen damage
                breakdown and inspection to the extent that the same is not
                covered by paragraph 9(a)(i) above

          (iii) property owners liability and public liability or such other
                insurances as the Landlord may from time to time deem necessary
                to effect

     (b)  The cost of periodic valuations for insurance purposes

                                      -65-

<PAGE>

     (c)  Works required to the Serviced Areas in order to satisfy the insurers
          of the Serviced Areas

     (d)  Any amount which may be deducted or disallowed by the insurers
          pursuant to the excess provision in the Landlord's insurance policy
          upon settlement or adjudication of any claim by the Landlord

10.  Public activities

     The cost of any displays concerts exhibitions or other forms of public
     entertainment or activity undertaken within the Serviced Areas and for the
     benefit or enjoyment of the Estate or its occupiers

11.  Public toilets

     The cost of providing operating and maintaining public toilet facilities
     within the Serviced Areas or for the benefit or enjoyment of the Estate or
     its occupiers

12.  Miscellaneous items

     (a)  Leasing or hiring any of the items referred to in Part A or Part B of
          this Schedule

     (b)  Interest commission and fees in respect of any moneys included in
          Estate Expenditure borrowed to finance the provision of services and
          any of the items referred to in Part A or Part B of this Schedule

                                      -66-

<PAGE>

                                SEVENTH SCHEDULE
                                Building Services

(a)  In this Schedule references to "maintain" shall mean maintain inspect test
     service repair overhaul amend rebuild renew reinstate replace (in all such
     cases to the extent necessary to comply with statutory requirements and the
     requirement of responsible authorities) and shall include where appropriate
     treat wash down cleanse paint decorate empty and drain and the expression
     "maintenance" shall be construed accordingly

(b)  In deciding the extent nature and quality of the relevant service or
     services from time to time the Management Company shall at all times act
     reasonably

(c)  In performing the Building Services and any other services hereunder the
     Management Company shall be entitled to employ or procure or permit the
     employment of managers agents contractors or others

(d)  In this Schedule the following expressions shall have the following
     meanings:-

     "The Base Parts of the Building" means the Common Parts of the Building but
     excluding:

     (i)   the passenger lifts

     (ii)  the goods lifts

     (iii) the goods loading docks and adjacent service areas

     (iv)  the lift lobbies and access corridors serving more than one tenant

     (v)   the common service corridors

     "The Core Parts" means the Retained Parts but excluding:

     (i)   the Common Parts of the Building

     (ii)  The Tenant Lavatories

     "The Tenant Lavatories" means those lavatories within the Building as shall
     from time to time be intended for or designated for the use of the tenants
     of Lettable Areas in the Building

                                     Part A
                                Building Services

Subject to paragraphs (b) and (c) above the following services to be carried out
in accordance with the principles of good estate management shall constitute the
Building Services:-

                                     Part I

1.   The Core Parts

     To maintain the Core Parts

                                      -67-

<PAGE>

2.   Base Parts of the Building

     To keep clean and maintained the Base Parts of the Building including the
     windows thereof and to keep the same adequately lighted where appropriate
     during the Business Hours and such other hours as the Management Company
     may in its discretion from time to time decide

3.   Hot and cold water

     During the Business Hours to provide an adequate supply of hot and cold
     water to the wash basins in the Building other than in the Tenant
     Lavatories

4.   Air conditioning

     During the Business Hours to provide air conditioning to the Base Parts of
     the Building and the Core Parts as each is intended to be air conditioned
     to such temperatures and standards as the Management Company may from time
     to time reasonably consider appropriate and to maintain all equipment plant
     and machinery used in connection therewith other than such as is the
     responsibility of the Tenant

                                     Part II

1.   Lifts

     During the Business Hours to provide a lift service to the Demised Premises
     by the operation of the lifts now or from time to time installed and
     outside the Business Hours to provide such a lift service as the Management
     Company reasonably considers necessary or desirable in the interests of
     good estate management

2.   Hot and Cold Water

     During the Business Hours to provide an adequate supply of hot and cold
     water to the wash basis in the Tenant Lavatories

3.   Maintenance and Cleaning

     To keep clean and maintained including the windows thereof and to keep
     adequately lighted where appropriate during the Business Hours and such
     other hours as the Management Company may in its discretion from time to
     time decide:

     (a)  the passenger lifts serving the Demised Premises

     (b)  the goods lifts

     (c)  the goods loading docks and adjacent service areas

     (d)  the lift lobbies and access corridors serving more than one tenant

     (e)  the common service corridors

4.   Air Conditioning

     During the Business Hours to provide air conditioning to those parts of the
     Building which are not supplied pursuant to the provisions of Paragraph 4
     of Part I of Part A of this

                                      -68-

<PAGE>

     Schedule and which are intended to be air conditioned to such temperatures
     and standards as the Management Company may from time to time reasonably
     consider appropriate and to maintain all equipment plant and machinery used
     in connection therewith other than such as is the responsibility of the
     Tenant

                                SEVENTH SCHEDULE
                                     Part B

                                     Part I

1.   Retained Parts

     The cost of lighting heating furnishing carpeting and equipping and (as
     necessary) altering the Core Parts and Base Parts of the Building including
     but not limited to the provision in the main entrance halls and lift lobby
     areas of floral decorations desks tables chairs and other fixtures and
     fittings

2.   Apparatus plant machinery etc

     The cost of maintaining and operating all apparatus plant machinery and
     equipment serving the Core Parts and the Base Parts of the Building from
     time to time

3.   Fire alarms etc.

     The cost of maintaining any fire alarms and ancillary apparatus and fire
     prevention and fire fighting equipment and apparatus and other safety
     equipment comprised in the Retained Parts or serving the Building and in
     any event of maintaining fire and smoke detection fire preventive and fire
     fighting equipment including sprinklers hydrants hosereels extinguishers
     fire alarms fire escapes and fire escape routes and general means of escape
     to the extent required to comply in relation to the Retained Parts with
     statutory requirements and the requirements of responsible authorities or
     underwriters or insurance companies

4.   Security and surveillance

     The cost of providing security services and personnel including in the
     Management Company's discretion closed circuit television and/or other
     plant and equipment for the purpose of surveillance and supervision of
     users of or visitors to the Building Provided that such services and
     personnel shall not extend to the Demised Premises

5.   Staff

     The cost of staff (including direct or indirect labour) for the provision
     of services to the Core Parts and the Base Parts of the Building and for
     the general management (including accountancy functions) and operation of
     those parts of the Building and all other incidental expenditure including
     but not limited to:-

     (a)  salaries insurance health pension welfare severance and other payments
          contributions and premiums

     (b)  the cost of uniforms working clothes tools appliances materials and
          furniture furnishings stationery items and equipment (including
          telephones) for the proper performance of the duties of any such staff

                                      -69-

<PAGE>

     (c)  providing maintaining repairing decorating and lighting any
          accommodation and facilities for staff including any residential
          accommodation for staff employed on the Building and all rates gas
          electricity and other utility charges in respect thereof and any
          actual or notional rent for such accommodation

6.   Common Facilities

     The amount which shall require to be paid or contributed towards the costs
     charges fees and expenses in making laying repairing maintaining rebuilding
     decorating cleansing and lighting as the case may be any roads ways
     forecourts loading docks and bays passages pavements party walls or fences
     party structures Pipes or other conveniences and easements which may belong
     to or be capable of being used or enjoyed by the Building in common with
     any Adjoining Property

7.   Outgoings

     All existing and future rates (including water rates) taxes duties charges
     assessments impositions and outgoings whatsoever (whether parliamentary
     parochial local or of any other description and whether or not of a capital
     or non-recurring nature) payable in respect of the Retained Parts of any
     part thereof

8.   Representations

     The cost of taking any steps deemed desirable or expedient by the Landlord
     or the Management Company for complying with making representations against
     or otherwise contesting the incidence of the provisions of any statute
     concerning town planning rating public health highways streets drainage and
     all other matters relating or alleged to relate to the Retained Parts or
     the Building as a whole or in which occupiers within the Building have a
     common interest

9.   Regulations

     The cost of compliance with the Regulations so far as the same relate to
     the provision of the services and other items referred to in Part I of Part
     A and Part I of Part B of this Schedule

10.  Miscellaneous items

     (a)  Leasing or hiring any of the items referred to in Part I of Part A or
          Part I of Part B of this Schedule

     (b)  Interest commission and fees in respect of any moneys included in
          Building Expenditure borrowed to finance the provision of services and
          any of the items referred to in Part I of Part A or Part I of Part B
          of this Schedule

                                     Part II

1.   Retained Parts

     The costs of lighting heating furnishing carpeting and equipping and (as
     necessary) altering:

     (a)  The Tenant Lavatories

                                      -70-

<PAGE>

     (b)  The areas of the Building identified in Paragraph 3 of Part II of Part
          A of this Seventh Schedule

2.   Apparatus Plant Machinery etc

     The costs of maintaining and operating all apparatus plant machinery and
     equipment serving the Building with the exception of the Core Parts and the
     Base Parts of the Building

3.   Security and surveillance

     The cost of providing security services and personnel including in the
     Management Company's discretion closed circuit television and/or other
     plant and equipment for the purpose of monitoring organising and
     supervising the use of any loading bays delivery areas and goods lifts
     within the Building Provided that such services and personnel shall not
     extend to the Demised Premises

4.   Provision of signs and general amenities

     The cost of providing and maintaining direction signs and notices seats and
     other fixtures fittings chattels and amenities for the convenience of
     tenants and their visitors and for the enjoyment or better enjoyment of
     such parts of the Common Parts of the Building as are available from time
     to time for use by the occupiers of and visitors to the Building and/or
     members of the public as the Landlord or the Management Company may
     determine

5.   Ornamental features gardens etc

     The cost of providing and maintaining hard and soft landscaping and
     planting within the Retained Parts including fountains sculptures
     architectural artistic or ornamental features or murals and of keeping all
     such parts of the Retained Parts as may from time to time be laid out as
     landscaping (including water features) neat clean planted (where
     appropriate) properly tended and free from weeds and the grass cut

6.   Fixtures fittings etc

     The cost of providing and maintaining fixtures fittings furnishings
     finishes bins receptacles tools appliances materials equipment and other
     things for the maintenance appearance upkeep or cleanliness of the Retained
     Parts and the provision of any services for the Building

7.   Windows

     The cost of cleaning the exterior and (save where the responsibility of a
     tenant) interior of all windows and window frames in the Retained Parts and
     of providing and maintaining cradles runways and carriages in connection
     with such cleaning

8.   Refuse

     The cost of providing and operating or procuring the provision and
     operation of means of collection compaction and disposal of refuse and
     rubbish (including litter within the Common Parts of the Building and if
     necessary pest control) from the Building and of providing and maintaining
     plant and equipment for the collection compaction treatment packaging or
     disposal of the same

                                      -71-

<PAGE>

9.   Energy and supply services

     The cost of the provision of water fuel oil gas heating cooling air
     conditioning ventilation electricity and other energy and supply services
     to the Building as may be required for use in running or operating any
     service to the Building or distributed to occupiers of the Building
     including so far as appropriate standby power generators and plant

10.  Other services

     (a)  The cost of providing such other services for the benefit of the
          Building or the convenience of the occupiers thereof including without
          limitation a receipt and dispatch centre for items delivered by
          courier as the Management Company may in accordance with the
          principles of good estate management consider desirable or appropriate

     (b)  Such costs and expenses as the Management Company reasonably considers
          appropriate or desirable to provide in respect of the provision of
          services to the car park within the Building

11.  Staff

     The cost of staff (including direct or indirect labour) for the provision
     of services to those parts of the Building not being Core Parts or Base
     Parts of the Building and for the general management (including accountancy
     functions) and operation of those parts of the Building and all other
     incidental expenditure including but not limited to:-

     (a)  salaries insurance health pension welfare severance and other payments
          contributions and premiums

     (b)  the cost of uniforms working clothes tools appliances materials and
          furniture furnishings stationery items and equipment (including
          telephones) for the proper performance of the duties of any such staff

     (c)  providing maintaining repairing decorating and lighting any
          accommodation and facilities for staff including any residential
          accommodation for staff employed on the Building and all rates gas
          electricity and other utility charges in respect thereof and any
          actual or notional rent for such accommodation

12.  Common Facilities

     The amount which shall require to be paid or contributed towards the costs
     charges fees and expenses in making laying repairing maintaining rebuilding
     decorating cleansing and lighting as the case may be any roads ways
     forecourts loading docks and bays passages pavements party walls or fences
     party structures Pipes or other conveniences and easements which may belong
     to or be capable of being used or enjoyed by the Building in common with
     any Adjoining Property

13.  Outgoings

     All existing and future rates (including water rates) taxes duties charges
     assessments impositions and outgoings whatsoever (whether parliamentary
     parochial local or of any other description and whether or not of a capital
     or non-recurring nature) payable in respect of the Retained Parts of any
     part thereof

                                      -72-

<PAGE>

14.  Statutory requirements

     The cost of carrying out any works to the Retained Parts required to comply
     with any statute

15.  Representations

     The cost of taking any steps deemed desirable or expedient by the Landlord
     or the Management Company for complying with making representations against
     or otherwise contesting the incidence of the provisions of any statute
     concerning town planning rating public health highways streets drainage and
     all other matters relating or alleged to relate to the Retained Parts or
     the Building as a whole or in which occupiers within the Building have a
     common interest

16.  Regulations

     The cost of compliance with the Regulations so far as the same relate to
     the provision of the services and other items referred to in Part II of
     Part A and Part II of Part B of this Schedule

17.  Enforcement of covenants etc

     The cost of enforcing the covenants in any other leases of Lettable Areas
     within the Building for the general benefit of the tenants thereof as
     determined by the Landlord or the Management Company

18.  Fees of the Building Surveyor and the Accountant

     The proper and reasonable fees costs charges expenses and disbursements of
     the Building Surveyor and the Accountant for or in connection with the
     performance of the duties ascribed to the Building Surveyor and the
     Accountant respectively under the provisions of Clause 9 of this Lease

19.  Management

     (a)  The proper and reasonable fees of managing agents employed or retained
          by the Management Company for or in connection with the general
          overall management and administration and supervision of the Building
          (excluding rent collection)

     (b)  A fee to the Management Company in connection with the management of
          the Building such fee being equal to 10% of the Building Expenditure
          (excluding any items in sub-paragraph 19(a) of this paragraph 19) but
          so that if a firm of managing agents is appointed to manage the
          Building the fee chargeable by the Management Company in any Building
          Financial Year under this paragraph 19(b) shall be reduced (but not
          below zero) by an amount equivalent to the fees (exclusive of Value
          Added Tax) charged by such managing agents and included in Building
          Expenditure for that Building Financial Year pursuant to paragraph
          19(a) above

20.  Miscellaneous items

     (a)  Leasing or hiring any of the items referred to in Part II of Part A or
          Part II of Part B of this Schedule

                                      -73-

<PAGE>

     (b)  Interest commission and fees in respect of any moneys included in
          Building Expenditure borrowed to finance the provision of services and
          any of the items referred to in Part I of Part A or Part I of Part B
          of this Schedule

21.  Insurance

     (a)  Works required to the Building in order to satisfy the insurers of the
          Building

     (b)  Any amount which may be deducted or disallowed by the insurers
          pursuant to any excess provision in the Landlord's insurance policy
          upon settlement or adjudication of any claim by the Landlord

22.  Decorations

     Providing and maintaining Christmas and other special decorations for the
     Building

23.  Staff

     The cost of employing such staff as the Management Company may in its
     absolute discretion deem desirable or necessary to enable it to provide all
     or any of the services in the Building and for the general management of
     the Building

24.  Name boards

     The cost of providing and installing name boards of such size and design as
     the Landlord or the Management Company may in its absolute discretion
     determine in the main entrance to the Building and at such other locations
     as the Landlord or the Management Company may consider desirable

25.  Generally

     Any costs and expenses (not referred to above) which the Management Company
     may incur in providing such other services and in carrying out such other
     works as the Management Company in its absolute discretion may deem
     desirable or necessary for the benefit of the Building or any part of it or
     the tenants or occupiers thereof or for securing or enhancing any amenities
     of or within the Building or in the interest of good estate management

26.  Building Car Park

     The cost of maintaining, lighting, equipping and (as necessary) altering
     any part of the car park within the Building over or in respect of which
     the Tenant has access or rights to pass

                                      -74-

<PAGE>

                                 EIGHTH SCHEDULE
              Authorised Guarantee Agreement to be given by Tenant
                         pursuant to Clause 4.21.2(b)(i)

T H I S   D E E D  is made the            day of                         20

B E T W E E N:-

(1)      [                                 ] whose registered office is at [
                ](registered number:                    ) (the "Tenant") [and]

(2)      [                                 ] whose registered office is at [
                ](registered number:                    ) the "Landlord") [and]

(3)      [                                 ] whose registered office is at [
                ](registered number:                    ) (the "Guarantor")]

W H E R E A S:-

(A)  This Agreement is made pursuant to the lease dated [                 ] and
     made between [                ] (the "Lease") which expression shall
     include (where the context so admits) all deeds and documents supplemental
     to it (whether expressed to be so or not) relating to the premises at [
              ] (the "Premises")

(B)  The Tenant holds the Premises under the Lease and wishes to assign the
     Lease to [             ] (the "Assignee"), and pursuant to the Lease the
     Landlord's consent is required to such assignment (the "Assignment") and
     such consent is given subject to a condition that the Tenant [and the
     Guarantor] [is/are] to enter into a deed in the form of this Deed

NOW THIS DEED WITNESSES as follows:-

1.   Authorised Guarantee

     Pursuant to the condition referred to above, the Tenant covenants with the
     Landlord, as a primary obligation, that the Assignee or the Tenant shall,
     at all times during the period (the "Guarantee Period") from the completion
     of the Assignment until the Assignee shall have ceased to be bound by the
     tenant covenants (which in this Deed shall have the meaning attributed by
     section 28(1) of the Landlord and Tenant (Covenants) Act 1995 (the "1995
     Act")) contained in the Lease (including the payment of the rents and all
     other sums payable under the Lease in the manner and at the times specified
     in the Lease), duly perform and observe the tenant covenants

2.   Tenant's liability

2.1  The Tenant agrees that the Landlord, in the enforcement of its rights under
     this Deed, may proceed against the Tenant as if the Tenant were the sole or
     principal debtor in respect of the tenant covenant in question

2.2  For the avoidance of doubt, notwithstanding the termination of the
     Guarantee Period the Tenant shall remain liable under this Deed in respect
     of any liabilities which may have accrued prior to such termination

                                      -75-

<PAGE>

2.3  For the avoidance of doubt the Tenant shall be liable under this Deed for
     any costs and expenses incurred by the Landlord in enforcing the Tenant's
     obligations under this Deed

3.   Disclaimer of Lease

     The Tenant further covenants with the Landlord that if the Crown or a
     liquidator or trustee in bankruptcy shall disclaim the Lease during the
     Guarantee Period the Tenant shall, if the Landlord by notice in writing
     given to the Tenant within six (6) months after such disclaimer, accept
     from and execute and deliver to, the Landlord a counterpart of a new lease
     of the Premises for a term commencing on the date of the disclaimer and
     continuing for the residue then remaining unexpired of the term of the
     Lease, such new lease to be at the same rents and subject to the same
     covenants and provisions as are contained in the Lease

4.   Supplementary provisions

     By way of provision incidental or supplementary to Clauses 1, 2 and 3 of
     this Deed:-

4.1  Postponement of claims by Tenant

     The Tenant further covenants with the Landlord that the Tenant shall:-

     (a)  not claim in any liquidation, bankruptcy, composition or arrangement
          of the Assignee in competition with the Landlord and shall remit to
          the Landlord the proceeds of all judgments and all distributions it
          may receive from any liquidator, trustee in bankruptcy or supervisor
          of the Assignee;

     (b)  hold for the benefit of the Landlord all security and rights the
          Tenant may have over assets of the Assignee whilst any liabilities of
          the Tenant or the Assignee to the Landlord remain outstanding; and

     (c)  not exercise any right or remedy in respect of any amount paid or any
          liability incurred by the Tenant in performing or discharging its
          obligations contained in this Deed, or claim any contribution from any
          other guarantor

4.2  Postponement of participation by Tenant in security

     The Tenant shall not be entitled to participate in any security held by the
     Landlord in respect of the Assignee's obligations to the Landlord under the
     Lease or to stand in the place of the Landlord in respect of any such
     security until all the obligations of the Tenant or the Assignee to the
     Landlord under the Lease have been performed or discharged

4.3  No release of Tenant

     None of the following, or any combination of them, shall release,
     determine, discharge or in any way lessen or affect the liability of the
     Tenant as principal obligor under this Deed or otherwise prejudice or
     affect the right of the Landlord to recover from the Tenant to the full
     extent of this guarantee:-

     (a)  any neglect, delay or forbearance of the Landlord in endeavouring to
          obtain payment of any rents or other amounts required to be paid by
          the Assignee or in enforcing the performance or observance of any of
          the obligations of the Assignee under the Lease;

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<PAGE>

     (b)  any refusal by the Landlord to accept rent tendered by or on behalf of
          the Assignee at a time when the Landlord was entitled (or would after
          the service of a notice under Section 146 of the Law of Property Act
          1925 have been entitled) to re-enter the Premises;

     (c)  any extension of time given by the Landlord to the Assignee;

     (d)  any reviews of the rent payable under the Lease and (subject to
          Section 18 of the 1995 Act) any variation of the terms of the Lease or
          the transfer of the Landlord's reversion;

     (e)  any change in the constitution, structure or powers of either the
          Tenant, the Assignee or the Landlord or the liquidation,
          administration or bankruptcy (as the case may be) of either the Tenant
          or the Assignee;

     (f)  any legal limitation, or any immunity, disability or incapacity of the
          Assignee (whether or not known to the Landlord) or the fact that any
          dealings with the Landlord by the Assignee may be outside, or in
          excess of, the powers of the Assignee;

     (g)  any other deed, act, omission, failure, matter or thing whatsoever as
          a result of which, but for this provision, the Tenant would be
          exonerated either wholly or partly (other than a release executed and
          delivered as a deed by the Landlord or a release effected by virtue of
          the 1995 Act)

4.4  Costs of new lease

     The Landlord's reasonable costs in connection with any new lease granted
     pursuant to Clause 3 of this Deed shall be borne by the Tenant and paid to
     the Landlord (together with Value Added Tax) upon completion of such new
     lease

5.   [Guarantee]

     [If there is a guarantor, repeat the provisions set out in paragraphs 1 to
     9 (inclusive) of Schedule 4]

6.   Guarantor to join in new lease

     If the Tenant shall be required to take up a new lease pursuant to Clause 3
     of this Deed, the Guarantor shall join in, and execute and deliver to the
     Landlord a counterpart of, such new lease in order to guarantee the
     obligations of the Tenant under it in the terms of Schedule 4 to the Lease]

I N  W I T N E S S whereof this deed has been executed by the Tenant and is
intended to be and is hereby delivered on the date first above written

                                      -77-

<PAGE>

                                 NINTH SCHEDULE
                              Expert determination

1.   If a Counternotice is served in accordance with Clause 4.21.4, the
     Landlord's determination shall be reviewed by an independent expert who
     shall act as an expert and not as an arbitrator and who shall be agreed or
     appointed in accordance with paragraphs 3 and 4. The expert shall:-

1.1  give notice to the Landlord and the Tenant inviting each of them to submit
     representations to him within ten (10) Working Days of the notice

1.2  give notice to each party offering each party an opportunity to make
     counter-submissions in respect of any such representations within ten (10)
     Working Days of such notice

1.3  provide his decision within ten (10) Working Days of receipt of the
     counter-submissions and give written reasons for his decision

2.   The decision of any such expert shall be conclusive and binding on the
     Landlord and the Tenant. If any expert so agreed or appointed shall die or
     become unwilling to act or incapable of acting for any reason or fail to
     act with reasonable expedition, another such expert may be agreed or
     appointed in his place in like manner

3.   If and to the extent that the Counternotice requires an expert to review
     the Landlord's determination that any of the circumstances set out in
     Clause 4.21.2(a)(i)-(iii) exist, the expert shall be a Chartered Accountant
     with not less than 10 years' post qualification experience immediately
     preceding the date of the reference to him appointed by agreement between
     the Landlord and the Tenant or, in the absence of such agreement within ten
     (10) Working Days, nominated at the request of either of them by the
     President for the time being of the Institute of Chartered Accountants in
     England and Wales (or his duly appointed deputy or any one authorised by
     him to make appointments on his behalf)

4.   If and to the extent that the Counternotice requires an expert to review
     the Landlord's determination that any of the circumstances set out in
     Clauses 4.21.2(a)(iv)-(vi) exist, the expert shall be a Solicitor with not
     less than 10 years' post qualification experience immediately preceding the
     date of the reference to him appointed by agreement between the Landlord
     and the Tenant or, in the absence of such agreement within ten (10) Working
     Days, nominated at the request of either of them by the President for the
     time being of the Law Society in England and Wales (or his duly appointed
     deputy or any one authorised by him to make appointments on his behalf)

5.   If and to the extent that the Counternotice requires an expert to review
     the Landlord's determination that any of the circumstances set out in
     Clauses 4.21.2(a)(vii) to (viii) exist or that any of the conditions
     referred to in Clause 4.21.2(b) should be imposed, the expert shall be a
     Chartered Surveyor with not less than 10 years' post qualification
     experience immediately preceding the date of the reference to him appointed
     by agreement between the Landlord and the Tenant or, in the absence of such
     agreement within ten (10) Working Days, nominated at the request of either
     of them by the President for the time being of the Royal Institution of
     Chartered Surveyors (or his duly appointed deputy or anyone authorised by
     him to make appointments on his behalf)

6.   The fees payable to the President or any such expert shall be borne and
     paid by the Landlord and the Tenant in such shares and in such manner as
     the expert shall determine and failing

                                      -78-

<PAGE>

     any such decision in equal shares (and if one party shall pay all the fees
     it shall be entitled to recover from the other any appropriate share which
     the other should have paid)

                                      -79-

<PAGE>

                                 TENTH SCHEDULE
                                     Defects

1.   Interpretation

     In this Schedule the following expressions shall bear the following
     meanings:-

1.1  "Agreement for Lease" means the agreement for lease dated 15 November 2000
     (as varied prior to the date hereof) made between Heron Quays Properties
     Limited (1) The Northern Trust Company (2) and Canary Wharf Group plc (3)

1.2  "Defects Costs in respect of the Base Building Works" shall have the
     meaning set out in the Agreement for Lease

1.3  "Defects Costs in respect of the Infrastructure Works" shall have the
     meaning set out in the Agreement for Lease

1.4  "Defects in the Base Building Works" shall have the meaning set out in the
     Agreement for Lease

1.5  "Developer" shall have the meaning set out in the Agreement for Lease

1.6  "Landlord's Contracting Team" shall have the meaning set out in the
     Agreement for Lease

1.7  "Latent Defective Works" shall have the meaning set out in the Agreement
     for Lease

1.8  "Snagging Items" shall have the meaning set out in the Agreement for Lease

2.   Snagging Items

     The Landlord shall (or shall procure that the Developer shall) as soon as
     reasonably practicable after Base Building Works Practical Completion (as
     defined in the Agreement for Lease) remedy or cause to be remedied the
     Snagging Items

3.   Defects in the Base Building Works

     Without prejudice to paragraph 2 (above) the Landlord shall as soon as
     reasonably practicable and at times to be agreed with the Tenant as
     provided in paragraph 4 (whether or not upon receiving notice in writing of
     the same from the Tenant) procure to be remedied and made good to the
     reasonable satisfaction of the Tenant all Defects in the Base Building
     Works or the Landlord shall procure that the Developer complies with its
     obligations under the Agreement for Lease and the Tenant shall give notice
     to the Landlord as soon as reasonably practicable upon becoming aware of
     any Defects in the Base Building Works without obligation on the Tenant to
     investigate and for the avoidance of doubt failure to so notify shall not
     relieve the Landlord of any of its obligations in this paragraph 3

4.   Access to the Demised Premises to remedy Snagging Items and/or Defects in
     the Base Building Works

     The Tenant shall permit the Landlord the Developer and/or the Landlord's
     Contracting Team and all persons authorised by it at all reasonable times
     during normal working hours (or at any time in the event of emergency) and
     on giving reasonable prior written notice

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<PAGE>

     (consulting with the Tenant as to the timing of entry) to enter the Demised
     Premises in order to remedy any Snagging Items and/or any Defects in the
     Base Building Works and the persons so entering shall comply with Clause
     8.17 of this Lease and cause the minimum of disturbance reasonably
     practicable and shall make good to the reasonable satisfaction of the
     Tenant any physical damage caused thereby to the Demised Premises

5.   Defects Costs in respect of Base Building Works

     The Landlord shall (subject as set out in paragraph 7 (below) indemnify or
     procure that the Developer shall indemnify the Tenant in respect of any and
     all Defects Costs in respect of the Base Building Works and shall reimburse
     the same to the Tenant within ten (10) Working Days of demand

6.   Defects Costs in respect of the Infrastructure Works

     The Landlord shall indemnify or procure that the Developer shall indemnify
     the Tenant in respect of any and all Defects Costs in respect of the
     Infrastructure Works and shall reimburse the same to the Tenant within ten
     (10) Working Days of demand

7.   Tenant to notify Landlord of Latent Defective Works

     (a)  Save in the case of emergency prior to the Tenant incurring any
          expenditure (provided that this shall not include any claim under the
          service charge provisions contained in this Lease) which may
          constitute Defects Costs in respect of the Base Building Works the
          Tenant shall first notify the Landlord and the Developer of the defect
          concerned and shall give the Landlord and the Developer a reasonable
          and proper period (taking into account the nature and effect of the
          defect and assuming prompt action diligently pursued by the Landlord
          and the Developer) to inspect and investigate the same

     (b)  If the Landlord or the Developer acknowledges that the defect is
          Latent Defective Works and brings forward reasonably acceptable
          proposals for remedying items and implements the same promptly the
          Tenant shall allow the Landlord and the Developer and all workmen
          contractors servants or other persons required by them access to the
          Demised Premises at reasonable times (or at any time in the event of
          emergency) for the purpose of making good the Latent Defective Works,
          subject to Clause 8.17 of this Lease and complying with all reasonable
          security and safety requirements of the Tenant and the persons
          entering causing as little disruption and damage as is reasonably
          practicable to the Demised Premises and making good all physical
          damage whatsoever thereby caused

     (c)  If the Landlord fails to comply with its obligations in paragraph 7
          the Landlord or the Developer will within ten (10) Working Days of
          demand and provision of adequate evidence of expenditure reimburse the
          Tenant the Defects Costs in respect of the Base Building Works

     (d)  Disputes and differences arising under this paragraph 7 shall be
          determined by an Independent Person acting as an expert pursuant to
          Clause 30 of the Agreement for Lease

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<PAGE>

8.   Landlord to have no other liability

     Subject to remedy or payment as set out in paragraphs 3, 5, 6 and 7(c) the
     Landlord shall:-

     (a)  have no other liability to the Tenant under this Lease for costs
          losses damages and expenses resulting from Latent Defective Works; and

     (b)  have no greater liability to the Tenant than the Developer has to the
          Tenant under the Agreement for Lease; and

     (c)  only be liable to the Tenant to the same extent that the Developer is
          liable to the Tenant under the Agreement of Lease

                                      -82-

<PAGE>

THE COMMON SEAL of HERON QUAYS          )
(HQ4) T1 LIMITED was affixed in the     )
presence of:-                           )

Director /s/ A. Peter Anderson II

Secretary /s/ John Raymond Garwood

THE COMMON SEAL of HERON QUAYS          )
(HQ4) T2 LIMITED was affixed in the     )
presence of:-                           )

Director /s/ A. Peter Anderson II

Secretary /s/ John Raymond Garwood

THE COMMON SEAL of CANARY               )
WHARF MANAGEMENT LIMITED was            )
affixed in the presence of:-            )

Director /s/ A. Peter Anderson II

Secretary /s/ John Raymond Garwood

Executed as a Deed by THE NORTHERN      )
TRUST COMPANY acting by                 )

/s/ Douglas Maclennan         Authorised Signatory

/s/ Mark Gossett              Authorised Signatory

                                      -83-