<PAGE>

                                                          EXHIBIT 10 (xxviii)(1)
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)770,244 p.a. exclusive of VAT (subject to review)


Floor 4 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 ....................................................................      12
4.19   Alterations signs and visual amenity ....................................      13
4.20   Works carried out to the Demised Premises ...............................      14
4.21   Alienation ..............................................................      14
4.22   Registration of dispositions ............................................      19
4.23   Disclosure of information ...............................................      19
4.24   Landlord's costs ........................................................      19
4.25   Statutory requirements ..................................................      19
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 .............................................      21
4.31   Reletting and sale notices ..............................................      22
4.32   Indemnity ...............................................................      22
4.33   Value Added Tax .........................................................      22
4.34   Regulations .............................................................      23
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 ..........................................................      24
6.4    Value Added Tax .........................................................      24
6A.    DEFECTS .................................................................      25
7.     INSURANCE ...............................................................      25
7.1    Landlord to insure ......................................................      25
7.2    Commissions and restriction on Tenant insuring ..........................      26
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
7.3     Landlord's fixtures and Tenant's Insured Fittings ......................     26
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 ........................................................     29
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 .............     31
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 .......................................     33
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 ............................................................     43

FIRST SCHEDULE .................................................................     44
Rights Granted .................................................................     44
1.      Estate Common Parts ....................................................     44
2.      Pipes ..................................................................     44
3.      Common Parts of the Building ...........................................     44
4.      Entry to other parts of the Building ...................................     45
5.      Support ................................................................     45
6.      Car Parking ............................................................     45
7.      Bicycles and Motorcycles ...............................................     46
8.      List of tenant's names .................................................     46
9.      Affixing of items to the structure of the Building .....................     46
10.     Mechanical Space .......................................................     46
11.     Telecommunications Equipment ...........................................     46
12.     Naming of the Building .................................................     48

SECOND SCHEDULE ................................................................     49
Exceptions and Reservations ....................................................     49
1.      Pipes ..................................................................     49
2.      Entry ..................................................................     49
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
3.     Scaffolding .............................................................     49
4.     Light and air etc. ......................................................     49
5.     Support .................................................................     49
6.     Building on the Adjoining Property ......................................     50
7.     Alteration of Common Parts ..............................................     50
8.     Use of Estate Common Parts and Common Parts of the Building .............     50

THIRD SCHEDULE .................................................................     51
Rent Reviews ...................................................................     51
1.     Definitions .............................................................     51
2.     The Rent ................................................................     53
3.     Agreement or determination of the Open Market Rent ......................     53
4.     Deemed Open Market Rent .................................................     53
5.     Appointment of Surveyor .................................................     53
6.     Fees of Surveyor ........................................................     54
7.     Appointment of new surveyor .............................................     54
8.     Interim payments pending determination ..................................     54
9.     Rent Restrictions .......................................................     54
10.    Memoranda of reviewed rent ..............................................     55
11.    Time not of the essence .................................................     55

FOURTH SCHEDULE ................................................................     56
Covenants by the Surety ........................................................     56
1.     Indemnity by Surety .....................................................     56
2.     Surety jointly and severally liable with Tenant .........................     56
3.     Waiver by Surety ........................................................     56
4.     Postponement of claims by Surety against Tenant .........................     56
5.     Postponement of participation by Surety in security .....................     56
6.     No release of Surety ....................................................     57
7.     Disclaimer or forfeiture of Lease .......................................     57
8.     Benefit of guarantee and indemnity ......................................     58

FIFTH SCHEDULE .................................................................     59
Matters to which the Demised Premises are subject ..............................     59

SIXTH SCHEDULE .................................................................     60
Estate Services ................................................................     60
Part A .........................................................................     60
1.     Serviced Areas ..........................................................     60
2.     Apparatus plant machinery etc ...........................................     60
3.     Pipes ...................................................................     60
4.     Fire alarms etc .........................................................     60
5.     Lighting ................................................................     61
6.     Roads Malls etc open ....................................................     61
7.     Security surveillance and visitor control ...............................     61
8.     Provision of signs and general amenities ................................     61
9.     Ornamental features gardens etc .........................................     61
10.    Fixtures fittings etc ...................................................     61
11.    Windows .................................................................     61
12.    Refuse ..................................................................     62
13.    Traffic .................................................................     62
14.    Energy and supply services ..............................................     62
15.    Water Areas and Waterside and Riverside Walkways ........................     62
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
16.    Transport Services ......................................................     62
17.    Other services ..........................................................     62
Part B .........................................................................     63
1.     Staff ...................................................................     63
2.     Common Facilities .......................................................     63
3.     Transportation Facilities ...............................................     63
4.     Outgoings ...............................................................     63
5.     Statutory requirements ..................................................     63
6.     Representations .........................................................     64
7.     Fees of the Estate Surveyor and the Accountant ..........................     64
8.     Management ..............................................................     64
9.     Insurance ...............................................................     64
10.    Public activities .......................................................     65
11.    Public toilets ..........................................................     65
12.    Miscellaneous items .....................................................     65

SEVENTH SCHEDULE ...............................................................     66
Building Services ..............................................................     66
Part A .........................................................................     66
Part I .........................................................................     66
------
1.     The Core Parts ..........................................................     66
2.     Base Parts of the Building ..............................................     67
3.     Hot and cold water ......................................................     67
4.     Air conditioning ........................................................     67
Part II ........................................................................     67
-------
1.     Lifts ...................................................................     67
2.     Hot and Cold Water ......................................................     67
3.     Maintenance and Cleaning ................................................     67
4.     Air Conditioning ........................................................     67

SEVENTH SCHEDULE ...............................................................     68
Part B .........................................................................     68
Part I .........................................................................     68
------
1.     Retained Parts ..........................................................     68
2.     Apparatus plant machinery etc ...........................................     68
3.     Fire alarms etc. ........................................................     68
4.     Security and surveillance ...............................................     68
5.     Staff ...................................................................     68
6.     Common Facilities .......................................................     69
7.     Outgoings ...............................................................     69
8.     Representations .........................................................     69
9.     Regulations .............................................................     69
10.    Miscellaneous items .....................................................     69
Part II ........................................................................     69
-------
1.     Retained Parts ..........................................................     69
2.     Apparatus Plant Machinery etc ...........................................     70
3.     Security and surveillance ...............................................     70
4.     Provision of signs and general amenities ................................     70
5.     Ornamental features gardens etc .........................................     70
6.     Fixtures fittings etc ...................................................     70
7.     Windows .................................................................     70
8.     Refuse ..................................................................     70
9.     Energy and supply services ..............................................     71
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
10.    Other services ..........................................................     71
11.    Staff ...................................................................     71
12.    Common Facilities .......................................................     71
13.    Outgoings ...............................................................     71
14.    Statutory requirements ..................................................     72
15.    Representations .........................................................     72
16.    Regulations .............................................................     72
17.    Enforcement of covenants etc ............................................     72
18.    Fees of the Building Surveyor and the Accountant ........................     72
19.    Management ..............................................................     72
20.    Miscellaneous items .....................................................     72
21.    Insurance ...............................................................     73
22.    Decorations .............................................................     73
23.    Staff ...................................................................     73
24.    Name boards .............................................................     73
25.    Generally ...............................................................     73
26.    Building Car Park .......................................................     73

EIGHTH SCHEDULE ................................................................     74
Authorised Guarantee Agreement to be given by Tenant ...........................     74
1.     Authorised Guarantee ....................................................     74
2.     Tenant's liability ......................................................     74
3.     Disclaimer of Lease .....................................................     75
4.     Supplementary provisions ................................................     75
5.     [Guarantee] .............................................................     76
6.     Guarantor to join in new lease ..........................................     76

NINTH SCHEDULE .................................................................     77
Expert determination ...........................................................     77

TENTH SCHEDULE .................................................................     79
Defects ........................................................................     79
1.     Interpretation ..........................................................     79
2.     Snagging Items ..........................................................     79
3.     Defects in the Base Building Works ......................................     79
4.     Access to the Demised Premises to remedy Snagging Items and/or Defects
       in the Base Building Works ..............................................     79
5.     Defects Costs in respect of Base Building Works .........................     80
6.     Defects Costs in respect of the Infrastructure Works ....................     80
7.     Tenant to notify Landlord of Latent Defective Works .....................     80
8.     Landlord to have no other liability .....................................     81
</TABLE>

<PAGE>

                                LEASE PARTICULARS

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

1.   DATE                               :                       day of    2002

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

2.   LEASE OR UNDERLEASE                :    Underlease

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

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
          COMPANY                            whose registered 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                   :    Floors 4 of the Building shown for
                                             the purpose of identification only
                                             edged red on Plan 2

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

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

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

<PAGE>

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

7.   INITIAL RENT                       :    SEVEN HUNDRED AND SEVENTY THOUSAND
                                             TWO HUNDRED AND FORTY-FOUR POUNDS
                                             ((pounds)770,244)

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

8.   RENT COMMENCEMENT DATE             :    31 August 2003

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

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

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

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

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

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

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

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

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

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

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

<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 BM 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 12 of the Building shown
       for the purpose of identification only hatched and edged blue on Plan 3

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 8 July
       2002 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

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

                                       -6-

<PAGE>

       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 FIFTEEN THOUSAND
                    POUNDS ((pound)15,000) until the Rent Commencement Date

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

             (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

                                       -7-

<PAGE>

             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

             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)

                                       -8-

<PAGE>

       (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 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

                                       -9-

<PAGE>

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:-

           (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

                                      -10-

<PAGE>

                 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 notice
           or as soon as reasonably possible in the 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 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

                                      -11-

<PAGE>

           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

      (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

                                      -12-

<PAGE>

        (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

        (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

                                      -13-

<PAGE>

             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

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

                                      -14-

<PAGE>

             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 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

                                      -15-

<PAGE>

          (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:-

          (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

                                      -16-

<PAGE>

               (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 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

                                      -17-

<PAGE>

          (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 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

                                      -18-

<PAGE>

          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

          (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

                                      -19-

<PAGE>

               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

          (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:-

                                      -20-

<PAGE>

               (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

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

                                      -21-

<PAGE>

          (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:-

          (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

                                      -22-

<PAGE>

          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:-

          (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

                                      -23-

<PAGE>

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

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

                                      -24-

<PAGE>

         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 4 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

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

                                      -25-

<PAGE>

         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

         (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

                                      -26-

<PAGE>

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 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

                                      -27-

<PAGE>

     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 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

                                      -28-

<PAGE>

            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

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

                                      -29-

<PAGE>

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

            (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

                                      -30-

<PAGE>

          (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 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:-

                                      -31-

<PAGE>

          (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
                  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

                                      -32-

<PAGE>

                  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 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

                                      -33-

<PAGE>

          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

          (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

                                      -34-

<PAGE>

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:-

          (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

                                      -35-

<PAGE>

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 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

                                      -36-

<PAGE>

                  (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

                  (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

                                      -37-

<PAGE>

     (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

          (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

                                      -38-

<PAGE>

                      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)

     (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

                                      -39-

<PAGE>

          (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:

               (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

                                      -40-

<PAGE>

            (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

       (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 0.2979% the Building Service Charge
       Percentage referred to in Clause 9.1(e)(i) shall be 8.4076% and the
       Building Service Charge Percentage referred to in Clause 9.1(e)(ii) shall

                                      -41-

<PAGE>

          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

 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

                                      -42-

<PAGE>

     (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

9.8  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

9.9  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

9.10 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

9.11 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 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

                                      -43-

<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):-

                                      -44-

<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 six (6) 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

                                      -45-

<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.   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

10.  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

11.  Telecommunications Equipment

11.1 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

     (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

                                      -46-

<PAGE>

          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 5 (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

     11.2 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)

     11.3 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 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

                                      -47-

<PAGE>

12.       Naming of the Building

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

                                      -48-

<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

                                      -49-

<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)

                                      -50-

<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

                                      -51-

<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

                                      -52-

<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

                                      -53-

<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

                                      -54-

<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

                                      -55-

<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

                                      -56-

<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

                                      -57-

<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

                                      -58-



<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

                                     -59-



<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

                                      -60-

<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

                                      -61-

<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

                                      -62-

<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

                                      -63-

<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

                                      -64-

<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

                                      -65-

<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

                                      -66-

<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

                                      -67-

<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

                                      -68-

<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

                                      -69-

<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

                                      -70-

<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

                                      -71-

<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

                                      -72-


<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

                                      -73-


<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

                                      -74-

<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

                                      -76-

<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

                                      -77-

<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)

                                      -78-

<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

                                      -81-

<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

                                      -82-